##### Table of Contents





As filed with the U.S. Securities and Exchange Commission on
    June 28, 2011
 
 Registration
    No. 333-
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    
   Amendment No. 1
 
 
 to
 
 Form S-1REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933
      MYRIANT CORPORATION
 (Exact name of Registrant as
    specified in its charter)
  Delaware

2869

26-4724442(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   1 Pine Hill Drive, Batterymarch Park II, Suite 301,
    Quincy, MA 02169(617) 657-5200
 (Address, including zip code,
    and telephone number, including area code, of Registrants
    principal executive offices)
      Stephen J. Gatto
    Chief Executive Officer
    Myriant Corporation
 1 Pine Hill Drive
    Batterymarch Park II, Suite 301
    Quincy, MA 02169(617) 657-5200
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service)
      Copies to:
  Byron S. Kalogerou

Donald J. MurrayDavid A. Cifrino

Dewey & LeBoeuf LLPMcDermott Will & Emery LLP

1301 Avenue of the Americas28 State Street

New York, NY 10019-6092Boston, MA 02109

Telephone: (212) 259-8000Telephone:
    (617) 535-4000

Facsimile: (212) 259-6333Facsimile:
    (617) 535-3800       Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
  o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do not check if a smaller reporting company)   CALCULATION
    OF REGISTRATION FEE
  
 Proposed Maximum


Amount ofTitle of Each Class of


Aggregate Offering


RegistrationSecurities to be Registered


Price(1)


FeeCommon Stock, $0.0001 par value


$125,000,000


$14,512.50(2)  
  (1)
    Estimated solely for the purpose of computing the amount of the
    registration fee pursuant to Rule 457(o) under the
    Securities Act of 1933. Includes the offering price of
    additional shares that the underwriters have the option to
    purchase. 
  (2)
    Previously paid. 
      The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Commission,
    acting pursuant to said Section 8(a), may determine.




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##### Table of Contents



The
information contained in this preliminary prospectus is not
complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective. This preliminary prospectus is
not an offer to sell these securities and we are not soliciting
offers to buy these securities in any jurisdiction where the
offer or sale is not permitted.


SUBJECT TO
    COMPLETION          ,
    2011
 
  PRELIMINARY PROSPECTUS
  Shares
  
  Common Stock
      Investing in our common stock involves a high degree of risk.
    Before buying any shares, you should carefully read the
    discussion of material risks of investing in our common stock in
    Risk factors beginning on page 11 of this
    prospectus.
  Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or determined if this prospectus is truthful or
    complete. Any representation to the contrary is a criminal
    offense.
  Per Share

TotalPublic offering price

$



$Underwriting discounts and commissions

$



$Proceeds, before expenses, to us

$



$        UBS Investment Bank J.P. Morgan Citi Piper Jaffray    Morgan Joseph
    TriArtisan




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##### 



TABLE OF
    CONTENTS
  
 PageCONVENTIONS THAT APPLY TO THIS PROSPECTUS


iiPROSPECTUS SUMMARY


1SUMMARY SELECTED FINANCIAL DATA


9RISK FACTORS


11SPECIAL NOTE REGARDING FORWARD-LOOKING
    STATEMENTS


29USE OF PROCEEDS


31DIVIDEND POLICY


32CAPITALIZATION


33DILUTION


35SELECTED HISTORICAL FINANCIAL DATA


37MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


39INDUSTRY


57BUSINESS


60MANAGEMENT


85EXECUTIVE COMPENSATION


93PRINCIPAL STOCKHOLDERS


128DESCRIPTION OF CAPITAL STOCK


130SHARES ELIGIBLE FOR FUTURE SALE


136MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE
    TAX CONSEQUENCES TO
    NON-U.S.
    HOLDERS


138UNDERWRITING


142LEGAL MATTERS


149EXPERTS


149WHERE YOU CAN FIND ADDITIONAL INFORMATION


149INDEX TO MYRIANT CORPORATION AND PREDECESSOR
    COMPANY CONSOLIDATED FINANCIAL STATEMENTS


F-1Ex-10.19Ex-10.20Ex-10.21Ex-10.22Ex-10.24.1Ex-10.25.1Ex-10.26.1Ex-10.27.1Ex-10.28Ex-10.29Ex-10.30Ex-10.31Ex-10.32Ex-10.33Ex-10.34Ex-10.35Ex-10.36Ex-10.37Ex-10.38Ex-23.1




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Conventions
    that apply to this prospectus    
    the company, we,
    us and our refer to
    Myriant Corporation and its subsidiaries, or its predecessor
    prior to July 16, 2009, as the context requires.
    CBOT refers to the Chicago Board of Trade.
    EIA refers to the U.S. Energy
    Information Association.
    USDA refers to U.S. Department of
    Agriculture.
    DOE refers to U.S. Department of Energy. 
   
    
    product market volumes, or addressable markets, are provided
    solely to show the magnitude of the potential markets for
    biobased chemical intermediates and the products derived from
    them. They are not intended to be projections of our biochemical
    production volumes or sales; and
    volume data with respect to target market sizes are derived from
    data included in various industry publications, surveys and
    forecasts. We have converted these sizes into volumes of
    biochemical equivalent as follows:  
    we calculate the size of the biochemicals markets by
    substituting volumes of biochemical equivalent to the volume of
    products currently used to serve these markets; and
    for consistency in measurement, where necessary, we convert
    market sizes into pounds. ii




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Prospectus
    summary  This summary highlights information contained elsewhere in
    this prospectus and does not contain all of the information you
    should consider in making your investment decision. You should
    read this summary together with the more detailed information,
    including our financial statements and the related notes,
    appearing elsewhere in this prospectus. In particular, you
    should carefully consider the matters discussed in Risk
    factors before making an investment decision.
 
 
  We are a development stage company with a history of losses.
    We have generated minimal revenues and have had limited
    sales.
 
  OVERVIEW
 1




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scale-up scale-up
 2




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Our
    Commercial Products
  Biosuccinic
    Acid
 
  -
 
    Butanediol
 
  ® ®
 
  Adipic
    Acid
 
   
  Phthalic
    Anhydride
 
   
  D(−)
    lactic acid
 3




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OUR
    PRODUCT PIPELINE
 
   
  Fumaric
    Acid
 
  ,
 
  Acrylic
    Acid
 
   
  OUR
    COMPETITIVE STRENGTHS
    Validated
    proprietary technology
 
   
  Low-cost
    producer of sustainable biobased products
 4




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Feedstock
    flexible
 
   
  Commercialized
    product
 
   
 
  Strategic
    relationships with leaders in the fields of chemicals, process
    technology, and engineering
 
 
   
  Profitable
    unit-level economics without subsidies or mandates
 
   
  Scale-up
    and signed customer contracts
 
  scale-up
 5




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Experienced
    team with a demonstrated track record
 
   
  OUR
    STRATEGY
 
   
  
    developing drop-in and replacement products for large, existing
    addressable markets
    leveraging and establishing partnerships to achieve commercial
    success
    targeting drop-in applications to drive market penetration
    securing customer contracts to support production capacity
    expansion
    expanding internationally to markets with the greatest business
    opportunities
    capitalizing on feedstock flexibility to further reduce our costs  SUMMARY
    RISK FACTORS
 
   
  
    We are an early stage company with a history of losses. We
    expect to incur losses for at least the next several years, and
    we may never achieve profitability.
    We have never operated a commercial-scale plant or produced our
    lead product, biosuccinic acid, in commercial volumes, and as a
    result, we may encounter unforeseen difficulties in constructing
    and operating large-scale commercial facilities.
    Our biochemical products, including biosuccinic acid, may not be
    accepted by customers in the petrochemicals industry,
    particularly if we cannot meet our customers product
    specifications.
    We will be dependent initially on three customers for sales of
    our lead product, biosuccinic acid. The product requirements of
    these customers may be less than the initial capacity of our
    Louisiana Plant.
    Our initial production of biosuccinic acid will be conducted at
    a single location. Any delays or disruptions in production that
    occur at this plant may prevent us from generating revenue from
    the sales of our product.
    We expect to face competition for our biochemical products,
    including biosuccinic acid, often from companies with greater
    resources and experience.
    A significant decline in the price of petroleum and
    petroleum-based products may reduce demand for our biosuccinic
    acid and our other biochemical intermediates.
    We are dependent on third parties with whom we have entered into
    strategic commercial relationships.
    Some of our key operating strategies, including those involving
    Davy and PTTCH, depend upon negotiating and executing binding
    agreements.
 6




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##### Table of Contents




    Our rights to key intellectual property are licensed to us.
    Termination of the underlying agreements would be highly
    detrimental to us.
    We may not be able to enforce our intellectual property rights,
    including our trade secrets, especially in the international
    markets in which we expect to operate.  CORPORATE
    INFORMATION
 
   
  (617) 657-5200.
  Myriant ® Myriant
    Technologies ® Chemistry Refined
    Naturally ®
 
  THE
    OFFERING
 
 
  Common stock offered by us
    
    shares
    (or          
    shares if the underwriters
    exercise
    in full their over-allotment option to purchase additional
    shares). 
 
  Common stock to be outstanding after this offering
    
    shares
    (or           shares
    if the underwriters exercise in full their over-allotment option
    to purchase additional shares). 
 
  Proposed Nasdaq Global Market symbol
    
    MYRT 
 
  Use of proceeds
    
    We expect that the net proceeds to us from the sale of the
    shares of common stock we are offering will be
    $      million, assuming a public
    offering price of $      per share (the
    mid-point of the price range set forth on the cover page of this
    prospectus) and after deducting underwriting discounts and
    commissions and estimated offering expenses. If the underwriters
    exercise their over-allotment option in full, the net proceeds
    to us would be approximately
    $      million. 
 
  We intend to use the net proceeds of this offering to finance,
    in part, the construction of the Louisiana Plant, to fund our
    expected equity contribution to the planned expansion of the
    Louisiana Plant, to pay the dividend accruing on the
    Class A common stock, to fund research and development
    expenses and for working capital and other general corporate
    purposes, which will include expenses and the costs associated
    with being a public company.
 7




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##### Table of Contents



We may also use a portion of the net proceeds to acquire other
    complementary businesses, products or technologies or to make
    other strategic investments. We currently have no agreements or
    commitments for any specific acquisitions or investments at this
    time. 
  The potential uses of net proceeds from this offering represent
    our current intentions based upon our present business plans and
    conditions. We cannot guarantee the specific amount of the net
    proceeds that will be used to develop, construct and operate our
    biochemical production capabilities globally, fund working
    capital or be used for other general corporate purposes. 
  Please see Use of proceeds.Risk factors
    
    See Risk factors beginning on page 11 of this
    prospectus for a discussion of factors you should carefully
    consider before deciding to invest in our common stock. 
   
 
   
 
  
    1,162,043 shares of common stock issuable upon the exercise
    of options issued under our 2011 Omnibus Incentive Plan and
    outstanding as of June 27, 2011 at a weighted average
    exercise price of $12.38 per share; 
 
  
    506,250 shares issuable under restricted stock units
    granted subject to vesting conditions under the 2011 Omnibus
    Incentive Plan; 
 
  
    59,231 shares of common stock issuable upon the exercise of
    warrants outstanding as of March 31, 2011 at an exercise
    price of $13.00 per share; 
 
  
    2,139,483 shares of our common stock reserved for future
    issuance under our 2011 Omnibus Incentive Plan, plus any annual
    increases in the number of shares of common stock reserved for
    future issuance as provided for in such plan, as described in
    Management  Employee Benefit and Stock
    Plans; and 
  
    500,000 shares of common stock reserved for issuance under
    our 2011 employee stock purchase plan, which will become
    effective upon completion of this offering.    
    gives effect to the conversion of all of our outstanding shares
    of convertible common stock into 14,259,858 shares of
    common stock upon completion of this offering;
    assumes no exercise of the underwriters option to purchase
    additional shares; and
    reflects the filing of our second amended and restated
    certificate of incorporation upon completion of this offering.
 8




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Summary
    selected financial data    Consolidated
    Statements of Operations Data:
  
 Predecessor Company


Myriant CorporationPeriod fromPeriod from


July 16,Fiscal Year


Fiscal Year


Fiscal Year


January 1,


2009


Fiscal YearEnded


Ended


Ended


2009


(Inception)


Ended


Three Months EndedDecember 31,


December 31,


December 31,


to July 15,


to December 31,


December 31,


March 31,2006


2007


2008


2009


2009


2010


2010


2011(Unaudited)


(Unaudited)














(Unaudited)


(Unaudited)Revenues:License fee revenue

$
267,065


$
396,515


$
344,860


$
71,833


$
221,711


$
258,241


$



$
Management fee revenue-related party










262,212



267,318







3,557,574



600,166



2,519Development fee revenue-related party










3,125,714



















Government awards






















10,419,043



1,516,323



Total revenues


267,065



396,515



3,732,786



339,151



221,711



14,234,858



2,116,489



2,519Operating expenses:Cost of license fee revenue


108,432



135,813



110,020



22,373



73,859



84,600







Research and development


653,469



1,499,577



4,679,935



3,770,721



2,793,085



15,904,717



2,552,100



1,883,603Project development


706,666



1,764,244



2,179,965



















General and administrative expense


1,547,540



3,166,646



5,699,186



5,438,073



4,979,186



12,673,247



2,806,285



3,034,498Total operating expenses


3,016,107



6,566,280



12,669,106



9,231,167



7,846,130



28,662,564



5,358,385



4,918,101Operating loss


(2,749,042
)


(6,169,765
)


(8,936,320
)


(8,892,016
)


(7,624,419
)


(14,427,706
)


(3,241,896
)


(4,915,582
)Other income (expense), net:Interest income


1,477



138,395



60,222



5,385



8,051



87,611



84,844



6,328Interest expense


(260,268
)


(1,959,909
)


(1,636,062
)


(1,352,767
)


(915,804
)


(4,470,478
)


(628,386
)


(12,606,762
)Miscellaneous income


600



























8,000Gain(loss) on foreign currency exchange














(21,721
)






(5,235
)


(3,853
)


11,638Changes in fair value of warrant liability














2,092,643



(515,108
)


2,592,979



(823,582
)


2,461Other income (expense), net


(258,191
)


(1,821,514
)


(1,575,840
)


723,540



(1,422,861
)


(1,795,123
)


(1,370,977
)


(12,578,335
)Net loss


(3,007,233
)


(7,991,279
)


(10,512,160
)


(8,168,476
)


(9,047,280
)


(16,222,829
)


(4,612,873
)


(17,493,917
)Dividend on Class A common stock






























(1,025,753
)Net loss attributable to common stockholders

$
(3,007,233
)

$
(7,991,279
)

$
(10,512,160
)

$
(8,168,476
)

$
(9,047,280
)

$
(16,222,829
)

$
(4,612,873
)

$
(18,519,670
)
 9




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Predecessor Company


Myriant CorporationPeriod fromPeriod from


July 16,Fiscal Year


Fiscal Year


Fiscal Year


January 1,


2009


Fiscal YearEnded


Ended


Ended


2009


(Inception)


Ended


Three Months EndedDecember 31,


December 31,


December 31,


to July 15,


to December 31,


December 31,


March 31,2006


2007


2008


2009


2009


2010


2010


2011(Unaudited)


(Unaudited)














(Unaudited)


(Unaudited)Net loss per unit/share attributable to common
    stockholders-basic and diluted

$
(0.69
)

$
(1.72
)

$
(2.14
)

$
(1.55
)

$
(1.30
)

$
(2.31
)

$
(0.66
)

$
(2.29
)Weighted average number of units outstanding- basic and diluted


4,358,126



4,655,011



4,918,668



5,285,807



6,953,079



7,009,251



6,982,215



8,092,943Net loss used in computing pro forma net loss per share of
    common stock-basic and diluted (unaudited)






























(18,519,670
)Pro forma net loss per common share (unaudited)





























$
(0.83
)Weighted average shares used in computing pro forma basic and
    diluted net loss per common share (unaudited)






























22,352,801  
  Balance
    Sheet Data:
  
 March 31, 2011Actual

As Adjusted(1)(Unaudited)

(Unaudited)Cash, cash equivalents and restricted cash

$
50,692,707


$
Working capital


31,985,396Total assets


61,134,435Warrant liability


2,199,585



840Stockholders equity


54,967,658



57,112,796  
   
  (1)
    
    Adjusted for the issuance of 639,170 shares of common stock
    upon the exercise of warrants on April 12, 2011, and the
    issuance and sale of the shares of our common stock in this
    offering (assuming a public offering price of
    $      per share, which is the
    mid-point of the price range set forth on the cover page of this
    prospectus, and after underwriting discounts and commissions and
    our expected offering expenses) and the receipt of the net
    proceeds from the offering.
 
 10




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Risk
    factors  Investing in our common stock involves a high degree of risk.
    You should carefully consider the following risk factors, as
    well as the other information in this prospectus, before
    deciding whether to invest in shares of our common stock. The
    occurrence of any of the events described below could harm our
    business, financial condition, results of operations and growth
    prospects. In such an event, the trading price of our common
    stock may decline and you may lose all or part of your
    investment.
  WE ARE AN
    EARLY STAGE COMPANY WITH AN UNPROVEN PRODUCT
  We are
    a development stage company with a history of losses. We expect
    to incur losses for at least the next several years, and we may
    not achieve or maintain profitability.
    Our
    processes and resulting products are unproven at commercial
    scale.
    OUR
    BUSINESS MODEL AND OPERATING STRATEGIES HAVE INHERENT
    RISKS
  We
    have never built a commercial-scale plant or produced our
    products, including succinic acid, in commercial volumes, and as
    a result we may encounter unforeseen difficulties in
    constructing a large scale facility.
     11




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
    significant delays in constructing the Louisiana Plant and
    commercializing our product;
    greater operating costs than anticipated;
    cost overruns and the need for significant additional
    expenditure of time and capital; and
    lower than expected revenues and profit margins generated from
    the Louisiana Plant.  We may
    experience unexpected challenges and setbacks in operating our
    Louisiana Plant.
      
    obtaining the feedstocks;
    generating fermentable sugars;
    fermentation by organisms to produce succinic salts and ammonium
    succinate from the fermentable sugars;
    separation of the succinic acid and ammonium-salt fractions;
    purification of the biosuccinic acid; and
    storage and distribution of the resulting biosuccinic acid. 12




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and/or
  We may
    not achieve overall profitability due to higher costs of
    producing biosuccinic acid and other biochemicals.
      Fluctuations
    in the price of feedstocks may affect our cost
    structure.
    We may
    experience delayed production, reduced output and reduced
    revenues if the cost or availability of feedstocks or other
    factors require us to change feedstocks.
   13




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We
    cannot assure you that our biochemicals, including biosuccinic
    acid, will be accepted by our target customers.
    We
    will be dependent initially on three customers.
        We
    have limited experience in structuring arrangements with
    customers for the purchase of our biochemicals, including
    biosuccinic acid, and we may not be successful in this essential
    aspect of our business.
   14




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We may
    be unable to produce biosuccinic acid and other biobased
    intermediates in accordance with customer
    specifications.
     
  A
    significant decline in the price of petroleum and
    petroleum-based products may reduce demand for our biosuccinic
    acid.
 
 
   
  We
    expect to face competition for our biochemical intermediates,
    often from companies with greater resources and experience than
    us.
   15




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
    product price;
    product performance and other measures of quality;
    infrastructure compatibility of products;
    sustainability; and
    dependability of supply.    Technological
    innovation could render our products and processes
    obsolete.
    WE ARE
    HIGHLY DEPENDENT ON THIRD PARTIES WITH WHICH WE HAVE ENTERED
    INTO, OR ARE SEEKING TO ENTER INTO, STRATEGIC COMMERCIAL
    RELATIONSHIPS
  Our
    commercialization strategy relies heavily on negotiating a
    definitive agreement with Davy Process Technology.
   
   
   16




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Our
    plant construction and project finance strategy relies heavily
    on our relationship with Uhde.
 
  project-by-project
 
  Our
    potential relationship with PTTCH may have a substantial impact
    on us.
 
   
 
   
  We
    rely on our other strategic partners and collaborators, and our
    failure to successfully manage these relationships could delay
    us from developing and commercializing many of our products and
    achieving or sustaining profitability.
   17




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##### Table of Contents



OTHER
    RISKS ASSOCIATED WITH OUR BUSINESS OPERATIONS
  We may
    not be successful in identifying market needs for new
    technologies and in developing new products to meet those
    needs.
    Ethical,
    legal and social concerns about genetically engineered products
    and processes, and similar concerns about feedstocks that could
    be used for food production, could limit or prevent the use of
    our products, processes and technologies and limit our
    revenues.
      
    public attitudes regarding, and potential changes to laws
    governing, ownership of genetic material, which could harm our
    intellectual property rights with respect to our genetic
    material and discourage others from supporting, developing or
    commercializing our products, processes and technologies;
    public attitudes and ethical concerns surrounding production of
    feedstocks on land which could be used to grow food, which could
    influence public acceptance of our technologies, products and
    processes; and
    governmental reaction to negative publicity concerning
    genetically engineered organisms, which could result in greater
    government regulation of genetic research and derivative
    products or feedstocks produced on land that could be used to
    grow food, which could result in greater government regulation
    of feedstock sources.   18




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Our
    initial production of biosuccinic acid will be conducted at a
    single location, which makes us susceptible to
    disasters.
    If we
    lose key personnel or are unable to attract and retain
    additional key personnel, it could harm our research and
    development efforts, delay the commercialization of our
    products, delay launch of products in our development pipeline
    and impair our ability to meet our business
    objectives.
      We use
    hazardous materials in our business and must comply with
    applicable environmental laws and regulations. Any claims
    relating to improper handling, storage or disposal of these
    materials or noncompliance with applicable laws and regulations
    could be time consuming and costly and could adversely affect
    our business and results of operations.
   19




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WE ARE
    SUBJECT TO A VARIETY OF UNCERTAINTIES AND RISKS RELATING TO OUR
    AND THIRD PARTIES INTELLECTUAL PROPERTY
  Our
    patent rights may not provide commercially meaningful protection
    against competition.
      We may
    not be able to enforce our intellectual property rights
    throughout the world.
    We may
    not be able to operate our business without infringing
    third-party patents.
   20




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##### Table of Contents



In
    addition to our patent rights, we rely in part on trade secrets
    to protect our technology. Trade secrets can be difficult to
    protect and enforce.
  scale-up
  If our
    biocatalysts, or the genes that code for our biocatalysts, are
    stolen, misappropriated or reverse engineered, others could use
    these biocatalysts or genes to produce competing chemical
    intermediates.
    Our
    rights to key intellectual property are licensed to us.
    Termination of the related agreements would be highly
    detrimental to us.
   21




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##### Table of Contents



Certain
    colleges and universities that license intellectual property to
    us receive funding from U.S. government agencies, which could
    negatively affect our intellectual property
    rights.
    non-U.S. manufacturing
  
    products using the invention that are sold in the U.S. are to be
    manufactured substantially in the U.S., unless a waiver is
    obtained;
    the government may force the granting of a license to a third
    party who will make and sell the needed product if the licensee
    does not pursue reasonable commercialization of a needed product
    using the invention; and
    the U.S. government may use the invention for its own needs.    We may
    not retain exclusive rights to intellectual property created as
    a result of our collaborations.
 
   
  Patent
    disputes and litigations can be expensive.
   22




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##### Table of Contents



FINANCING
    UNCERTAINTIES CREATE RISKS FOR US
  We may
    require substantial additional financing to achieve our goals.
    If we cannot raise capital when needed or on acceptable terms,
    we could be forced to delay, limit, reduce or terminate our
    development and commercialization efforts.
        
    the timing of, and costs involved in, developing and scaling up
    our technologies for commercial-scale production of biosuccinic
    acid and other chemical intermediates;
    the timing of, and costs involved in, developing and building
    the Louisiana Plant and other industrial biochemical
    manufacturing plants;
    the cost of operating and maintaining our manufacturing plants;
    our ability to gain market acceptance for biosuccinic acid;
    the requirements for biosuccinic acid of our initial three
    customers and whether they comply with their supply agreements
    with us by purchasing those requirements from us;
    our ability to negotiate additional supply arrangements for our
    biosuccinic acid and other biochemicals and the timing and terms
    of those sales;
    our ability to negotiate supply agreements for the purchase of
    the feedstocks required in our production process and for the
    sale of biosuccinic acid and other biochemicals we produce and
    the timing and terms of those agreements;
    our ability to sell ammonium sulfate, a co-product of producing
    biosuccinic acid, and the timing and terms of those sales; 23




---



##### Table of Contents




    our ability to enter into binding collaboration agreements with
    Davy, PTTCH and others, to maintain those relationships and the
    timing and terms of those arrangements; and
    the cost of preparing, filing, prosecuting, maintaining,
    defending and enforcing patent, trademark and other intellectual
    property claims, including litigation costs and the outcome of
    such litigation.    
    our research and development activities;
    our plans to build biosuccinic acid and other biochemical
    manufacturing plants;
    our production of biosuccinic acid at our plants; and
    our ability to discover, develop,
    scale-up and
    produce additional biochemicals and products from our pipeline.    Our
    government award from the DOE is subject to certain conditions
    and obligations.
 
  U.S.-based
 
  The
    planned expansion of our Louisiana Plant will depend on
    infrastructure improvements that will be paid for and undertaken
    by the Lake Providence Port Commission and the State of
    Louisiana.
   
   
 24




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##### Table of Contents



We may
    experience shortfalls in our funding of the Louisiana
    Plant.
  start-up
  OTHER
    RISKS YOU WOULD FACE AS AN INVESTOR
  A
    significant portion of our total outstanding shares of common
    stock is restricted from immediate resale but may be sold into
    the market in the near future. This could cause the market price
    of our common stock to drop significantly, even if our business
    is doing well.
    180-day lock-up lock-up lock-up
  lock-up
  180-day lock-up lock-up
 25




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##### Table of Contents



Concentration
    of ownership among our existing officers, directors and
    principal stockholders may prevent other stockholders from
    influencing significant corporate decisions and depress our
    stock price.
 
   
  Purchasers
    in this offering will experience immediate and substantial
    dilution in the book value of their investment.
    We
    have broad discretion in the use of net proceeds from this
    offering and may not use them effectively.
    We
    will incur significant increased costs as a result of operating
    as a public company, and our management will be required to
    devote substantial time to new compliance
    initiatives.
    If we
    fail to maintain an effective system of internal controls, we
    might not be able to report our financial results accurately or
    prevent fraud; in that case, our stockholders could lose
    confidence in our financial reporting, which would harm our
    business and could negatively impact the price of our
    stock.
   26




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##### Table of Contents



Form 10-K
  We are
    subject to anti-takeover provisions in our certificate of
    incorporation and bylaws and under Delaware law that could delay
    or prevent an acquisition of our company, even if the
    acquisition would be beneficial to our
    stockholders.
   
  Our
    share price may be volatile and you may be unable to sell your
    shares at or above the offering price.
 
 
   
 
  
    actual or anticipated fluctuations in our financial condition
    and operating results; 
 
  
    the position of our cash and cash equivalents; 
 
  
    actual or anticipated changes in our growth rate relative to our
    competitors; 
 
  
    actual or anticipated fluctuations in our competitors
    operating results or changes in their growth rate; 
 
  
    announcements of technological innovations by us, our partners
    or our competitors; 
 
  
    announcements by us, our partners or our competitors of
    significant acquisitions, strategic partnerships, joint ventures
    or capital commitments; 
 
  
    the entry into, modification or termination of licensing
    arrangements; 
 
  
    the entry into, modification or termination of research,
    development, commercialization, supply or distribution
    arrangements; 
 27




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##### Table of Contents




    additions or losses of customers; 
 
  
    additions or departures of key management or scientific
    personnel; 
 
  
    competition from existing products or new products that may
    emerge; 
 
  
    issuance of new or updated research reports by securities or
    industry analysts; 
 
  
    fluctuations in the valuation of companies perceived by
    investors to be comparable to us; 
 
  
    disputes or other developments related to proprietary rights,
    including patents, litigation matters and our ability to obtain
    patent protection for our technologies; 
 
  
    announcement or expectation of additional financing efforts; 
 
  
    sales of our common stock by us or our stockholders; 
 
  
    share price and volume fluctuations attributable to inconsistent
    trading volume levels of our shares; 
 
  
    general market conditions in our industry; and 
 
  
    general economic and market conditions, including the recent
    financial crisis. 
 
   
 
   
 28




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##### Table of Contents



Special
    note regarding forward-looking statements        
    the timing and cost of constructing, operating and expanding the
    Louisiana Plant and other biochemical production facilities;
    our expectations of how our biobased production technology will
    perform at ongoing, commercial scale, especially as to its
    efficiency and cost;
    our access to capital, including to the remaining portion of our
    award from the DOE;
    the commercial
    scale-up of
    our industrial biochemical production, including the timing and
    volume of our future production;
    the purchase needs of our initial three customers and our
    ability to negotiate pricing terms with them and their
    performance under our supply agreements with them;
    the availability of suitable and cost-competitive feedstocks;
    our ability to gain market acceptance for biosuccinic acid and
    other biochemicals;
    our ability to produce and sell ammonium sulfate;
    the expected applications of our products and potential products
    and addressable markets;
    the expected cost-competitiveness and relative performance
    attributes of our biosuccinic acid and the products derived from
    it;
    the achievement of advances in our technology platform;
    the timing of commercial sales of our products, including the
    timing and terms of supply agreements for the biosuccinic acid
    that we will produce; 29




---



##### Table of Contents




    our ability to enter into collaborations with Davy, PTTCH and
    other commercial enterprises, the timing of any such
    collaboration and our success in obtaining the hoped-for
    benefits from our current collaborations and any such future
    arrangements that we may negotiate;
    the cost of protecting intellectual property rights and/or
    defending against patent infringement claims, and our ability to
    compete in the event of an adverse outcome in any legal or
    administrative proceeding regarding intellectual property rights
    or patent infringement;
    customer certification, approval and acceptance of our products;
    the anticipated sizes of the addressable markets for our
    products;
    the future price and volatility of renewable feedstocks; and
    the future price and volatility of petroleum and products
    derived from petroleum. 30




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##### Table of Contents



Use of
    proceeds   
   
     31




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##### Table of Contents



Dividend
    policy   32




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##### Table of Contents



Capitalization    
    on an actual basis; and 
  
    on a pro forma basis after giving effect to the conversion of
    all of our outstanding Class A common stock and
    Class B common stock into 14,259,858 shares of common
    stock and payment of the Class A common stock cumulative 8%
    dividend in the amount accrued through March 31, 2011 of
    $1,025,753 upon completion of this offering, issuance of
    639,170 shares of common stock upon the exercise of
    warrants on April 12, 2011 and the related warrant
    liability transfer to additional paid in capital in the amount
    of $2,198,745, and the inclusion of 186,491 shares of
    restricted stock issued under the 2011 Omnibus Incentive
    Plan; and 
 
  
    on a pro forma, as adjusted basis to reflect the pro forma
    adjustments described above, the completion of this offering and
    our receipt of the estimated net proceeds from this offering,
    based on an assumed initial public offering
    of           shares
    at a price of $     per share (the
    mid-point of the price range set forth on the cover page of this
    prospectus) and after deducting the estimated underwriting
    discounts and commissions and estimated offering expenses
    payable by us; including the obligatory exercise of warrants
    exercisable for 17,134 shares of common stock at an
    exercise price of $6.00 per share and warrants exercisable
    for 59,231 shares of common stock at an exercise price of
    $10.00 per share; and the increase to 100,000,000 shares of
    our common stock authorized for issuance, among other things,
    effected by the filing of a second amended and restated
    certificate of incorporation. 
    
 As of March 31, 2011Pro Forma asActual


Pro Forma


AdjustedCash, cash equivalents and restricted cash

$
50,692,707


$
49,673,346


$Stockholders equity:Class A common stock, $0.0001 par value per share:
    11,214,953 shares authorized and outstanding, actual;
    11,214,953 shares authorized, no shares outstanding, pro
    forma; no shares authorized or outstanding, pro forma, as
    adjusted


1,121



0



Class B common stock, $0.0001 par value per share:
    3,044,905 shares authorized and outstanding, actual;
    3,044,905 authorized, no shares outstanding, pro forma; no
    shares authorized or outstanding, pro forma, as adjusted


304



0



Preferred stock, $0.0001 par value per share: No shares
    authorized or outstanding, actual and pro forma;
    5,000,000 shares authorized, no shares outstanding, pro
    forma, as adjusted










0Common stock, $0.0001 par value per share:
    30,000,000 shares authorized; 8,494,650 outstanding,
    actual; 30,000,000 shares authorized,
    23,580,169 shares outstanding, pro forma;
    100,000,000 shares
    authorized,           shares
    issued and outstanding, pro forma, as adjusted


849



2,358Additional paid-in capital


72,459,301



74,664,355Accumulated deficit


(17,493,917
)


(18,519,670
)Total stockholders equity

$
54,967,658


$
56,147,043


$Total capitalization

$
54,967,658


$
56,147,043


$  
 33




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##### Table of Contents




    186,491 shares of restricted stock issued under the 2011
    Omnibus Incentive Plan and outstanding (except all of these
    shares are included in the pro forma and pro forma as adjusted
    columns); 
 
  
    506,250 shares issuable under restricted stock units
    granted subject to vesting conditions under our 2011 Omnibus
    Incentive Plan; 
 
  
    1,162,043 shares of common stock issuable upon the exercise
    of options issued under our 2011 Omnibus Incentive Plan and
    outstanding as of June 27, 2011 at a weighted average
    exercise price of $12.38 per share; 
 
  
    805,191 shares of common stock issuable upon the exercise
    of warrants outstanding as of March 31, 2011 at a weighted
    average exercise price of $2.21 per share (except, as noted,
    639,170 of such shares issued upon the exercise of common stock
    warrants at an exercise price of $0.01 per share on
    April 12, 2011 are reflected in the pro forma and pro forma
    as adjusted columns, and the obligatory exercise of warrants
    exercisable for 17,134 shares of common stock at an
    exercise price of $6.00 per share and warrants exercisable for
    59,231 shares of common stock at an exercise price of
    $10.00 per share, with net proceeds to the company of
    $999,364, are reflected in the pro forma as adjusted column); 
 
  
    2,139,483 shares of our common stock reserved for future
    issuance under our 2011 Omnibus Incentive Plan plus any annual
    increases in the number of shares of common stock reserved for
    future issuance as provided for in such plan, as described in
    Management  Employee Benefits and Stock
    Plans; and 
  
    500,000 shares of common stock reserved for issuance under
    our 2011 employee stock purchase plan, which will become
    effective upon completion of this offering. 34




---



##### Table of Contents



Dilution   
   
  
 Assumed initial public offering price per share





$Pro forma net tangible book value per share at March 31,
    2011

$
2.38Increase in pro forma net tangible book value per share
    attributable to this offeringPro forma, as adjusted net tangible book value per share after
    this offeringDilution per share to new investors





$  
 
   
   
   
 35




---



##### Table of Contents



Shares Purchased


Total Consideration


Average Price perNumber


Percent


Amount


Percent


ShareExisting stockholders


23,580,169






$
74,666,713






$
3.17New investorsTotal

$







$







$  
     
   
 
  
    506,250 shares issuable under restricted stock units
    granted subject to vesting conditions under the 2011 Omnibus
    Incentive Plan; 
 
  
    1,162,043 shares of common stock issuable upon the exercise
    of options issued under the 2011 Omnibus Incentive Plan and
    outstanding as of June 27, 2011 at a weighted average
    exercise price of $12.38 per share; 
 
  
    59,231 shares of common stock issuable upon the exercise of
    warrants outstanding as of March 31, 2011 at an exercise
    price of $13.00 per share; 
 
  
    2,139,483 shares of our common stock reserved for future
    issuance under our 2011 Omnibus Incentive Plan, plus any annual
    increases in the number of shares of common stock reserved for
    future issuance as provided for in such plan, as described in
    Management  Employee Benefit and Stock
    Plans; and 
  
    500,000 shares of common stock reserved for issuance under
    our 2011 employee stock purchase plan, which will become
    effective upon completion of this offering.    
    the number of shares of our common stock held by existing
    stockholders would decrease to     % of
    the total number of shares of our common stock outstanding after
    this offering; and
    the number of shares of our common stock held by new investors
    would increase to approximately     %
    of the total number of shares of our common stock outstanding
    after this offering. 
   
   36




---



##### Table of Contents



Selected
    historical financial data            
    The Predecessor Companys investment in BioEnergy Holding
    LLC was not transferred to us. This did not have a significant
    financial impact as there were no earnings or invested capital
    in the investment.
    The Predecessor Companys note payable to BioEnergy Holding
    LLC, in the amount of approximately $10.0 million at such
    time with interest at 6%, was not transferred to us.
    The Predecessor Companys warrant liability in the amount
    of $1.5 million was not transferred to us.   37




---



##### Table of Contents



Predecessor Company


Myriant CorporationPeriod fromFiscal Year


Fiscal Year


Fiscal Year


January 1, 2009


Period from


Fiscal Year


Three Months EndedEnded


Ended


Ended


to July 15,


July 16, 2009 (Inception)


Ended


March 31,December 31, 2006


December 31, 2007


December 31, 2008


2009


to December 31, 2009


December 31, 2010


2010


2011(Unaudited)


(Unaudited)














(Unaudited)


(Unaudited)Revenues:License fee revenue

$
267,065


$
396,515


$
344,860


$
71,833


$
221,711


$
258,241


$



$
Management fee revenue-related party










262,212



267,318







3,557,574



600,166



2,519Development fee revenue-related party










3,125,714



















Government awards






















10,419,043



1,516,323



Total revenues


267,065



396,515



3,732,786



339,151



221,711



14,234,858



2,116,489



2,519Operating expenses:Cost of license fee revenue


108,432



135,813



110,020



22,373



73,859



84,600







Research and development


653,469



1,499,577



4,679,935



3,770,721



2,793,085



15,904,717



2,552,100



1,883,603Project development


706,666



1,764,244



2,179,965



















General and administrative expense


1,547,540



3,166,646



5,699,186



5,438,073



4,979,186



12,673,247



2,806,285



3,034,498Total operating expenses


3,016,107



6,566,280



12,669,106



9,231,167



7,846,130



28,662,564



5,358,385



4,918,101Operating loss


(2,749,042
)


(6,169,765
)


(8,936,320
)


(8,892,016
)


(7,624,419
)


(14,427,706
)


(3,241,896
)


(4,915,582
)Other income (expense), netInterest income


1,477



138,395



60,222



5,385



8,051



87,611



84,844



6,328Interest expense


(260,268
)


(1,959,909
)


(1,636,062
)


(1,352,767
)


(915,804
)


(4,470,478
)


(628,386
)


(12,606,762
)Miscellaneous income


600



























8,000Gain(loss) on foreign currency exchange














(21,721
)






(5,235
)


(3,853
)


11,638Changes in fair value of warrant liability














2,092,643



(515,108
)


2,592,979



(823,582
)


2,461Other income (expense), net


(258,191
)


(1,821,514
)


(1,575,840
)


723,540



(1,422,861
)


(1,795,123
)


(1,370,977
)


(12,578,335
)Net loss


(3,007,233
)


(7,991,279
)


(10,512,160
)


(8,168,476
)


(9,047,280
)


(16,222,829
)


(4,612,873
)


(17,493,917
)Dividend on Class A common stock






























(1,025,753
)Net loss attributable to common stockholders

$
(3,007,233
)

$
(7,991,279
)

$
(10,512,160
)

$
(8,168,476
)

$
(9,047,280
)

$
(16,222,829
)

$
(4,612,873
)

$
(18,519,670
)Net loss per unit/share attributable to common
    stockholders  basic and diluted

$
(0.69
)

$
(1.72
)

$
(2.14
)

$
(1.55
)

$
(1.30
)

$
(2.31
)

$
(0.66
)

$
(2.29
)Weighted average number of units outstanding- basic and diluted


4,358,126



4,655,011



4,918,668



5,285,807



6,953,079



7,009,251



6,982,215



8,092,943Balance Sheet Data:Cash, cash equivalents and restricted cash

$
1,108,795



7,335,110



624,838







1,467,781



938,197



952,958



50,692,707Working capital


852,780



7,263,300



(725,839
)






(2,158,612
)


(6,484,047
)


259,761



31,985,396Total assets


4,797,908



9,172,118



4,761,835







13,169,940



12,450,937



14,119,911



61,134,435Current and long term notes payable


7,651,771



6,065,567



11,040,091







11,802,522



20,846,719



15,558,424



Warrant liability


















2,640,435



3,289,625



3,565,123



2,199,585Stockholders equity (deficit)


(3,270,782
)


1,769,985



(8,338,239
)






(3,843,892
)


(19,540,777
)


(8,143,177
)


54,967,658  
 38




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##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis of our financial
    condition and results of operations should be read in
    conjunction with our consolidated financial statements and
    related notes and the historical consolidated financial
    statements and related notes of our Predecessor Company included
    elsewhere in this prospectus. In addition to historical
    financial information, the following discussion contains
    forward-looking statements that involve risks and uncertainties.
    Our actual results may differ materially from those discussed
    below. Factors that could cause or contribute to these
    differences include those discussed below and elsewhere in this
    prospectus, particularly in Risk factors.
  OVERVIEW
 
   
 
  project-by-project
 
     39




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##### Table of Contents



scale-up
 
   40




---



##### Table of Contents




    of the Predecessor Company for 2008 and 2009 (through
    July 15, the effective date of the restructuring); and
    of Myriant for the remainder of 2009 and thereafter.    OPERATING
    RESULTS DISCUSSION
    Revenues
    and Operating Expenses
  Revenues
    
    License fee revenue represents royalty payments received from
    Purac under our license agreement. We licensed to Purac the
    right to make and sell D(−) lactic acid using our
    technology in return for royalties based on product sales. We
    have recognized only limited revenues from this source and do
    not expect it to be a source of significant future revenues.
    Management and development fee revenue  related party
    represents payments made to us for consulting and management
    services we provided to the owners of a biofuel production
    facility owned by affiliated entities located in Clearfield
    County, Pennsylvania. We terminated this agreement in January
    2011 and will not receive additional revenues from this
    arrangement.
    Government awards represent payments under our award from the
    DOE. Through December 31, 2010, payments received under the
    award were recognized as revenues in the period during which the
    related costs were incurred. Following the completion of Budget
    Period 1 in December 2010, payments made 41




---



##### Table of Contents



under this award will no longer be recognized as revenue but
    rather will be capitalized as construction in progress.    
    Demand  Demand will vary not only with market
    acceptance of our product but also the fluctuating need for the
    consumer, industrial and other end-market products that succinic
    acid is used to manufacture.
    Pricing  We intend to be price competitive in
    the sale of biosuccinic acid. The extent to which we can
    maintain pricing will have a direct impact on our revenue. Also,
    pricing for succinic acid is subject to fluctuations in the
    manufacturing cost, or purchase price for, succinic acid in the
    market generally.
    Capacity  Assuming sufficient demand for our
    product, our revenues will depend on the throughput capacity of
    our manufacturing facility. Capacity will depend on a variety of
    factors, including the efficiency of our biobased production
    process and the operational
    start-up of
    our production facilities. We do not expect feedstock
    availability to constrain capacity.
    Ammonium sulfate sales  AMS, commonly used as
    soil fertilizer, is a co-product of our biosuccinic acid
    production process. We expect to sell all of the AMS we generate
    and have entered into a contract with Wilson Industrial Sales
    Company, Inc. to supply it with all of the liquid ammonium
    sulfate produced at the Louisiana Plant.  Cost of
    goods sold
      
    Fermentation efficiency  Yields and
    productivity will not be known with certainty until our
    Louisiana Plant is fully operational. Based on our experience to
    date, we believe that our fermentation technology will result in
    attractive product yields. We likely will engage in continuous
    refinement of the fermentation process once operating at
    commercial scale to achieve the highest possible yield and
    productivity. As a product of biological processes and chemical
    separation and purification, yields and productivity will likely
    fluctuate, resulting in
    period-to-period
    fluctuations of costs of goods sold.
    Plant operations  Beyond the product yield
    from our fermentation technology, there are numerous processes,
    including product separation and purification and deriving
    sugars from available feedstocks, that can significantly affect
    overall operational efficiency.
    Cost of feedstock  After completing
    start-up and
    operational trials on sorghum-based sugars at the Louisiana
    Plant, we will transition to widely available, low-cost
    industrial sugars such as 95 Dextrose. This carbon source is
    derived from corn not sold for human consumption. Its cost and
    availability are tied to factors we cannot control, such as the
    weather in crop-producing areas, trends in the commodities
    markets and government policies. We believe that, as a whole, 95
    Dextrose represents a more dependable and less cost-volatile
    feedstock than that used in other biobased production
    facilities. Nevertheless, fluctuations in our acquisition costs
    of feedstock could have a significant impact on our cost of
    goods sold. We anticipate our purchase volumes will not have a
    significant impact on the market price of 95 Dextrose. In
    addition, we believe there is an ample market supply of 95
    Dextrose to supply our commercial operations. 42




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##### Table of Contents



Gross
    Margin
    Research
    and Development Expenses
    Sales and
    Marketing
    General
    and Administrative Expenses
    Results
    of Operations
      
    The Predecessor Companys investment in BioEnergy Holding
    LLC was not transferred to us. This did not have significant
    financial impact as there were no earnings or invested capital
    in the investment.
    The Predecessor Companys note payable to BioEnergy Holding
    LLC, in the amount of $10.0 million with interest at 6%,
    was not transferred to us.
    The Predecessor Companys warrant liability of
    approximately $1.5 million was not transferred to us.   43




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##### Table of Contents



Predecessor Company


Myriant CorporationFiscal Year


Period from


Period from


Fiscal Year


Three Months EndedEnded


January 1, 2009


July 16, 2009 (Inception)


Ended


March 31,December 31, 2008


to July 15, 2009


to December 31, 2009


December 31, 2010


2010


2011(Unaudited)


(Unaudited)Revenues:License fee revenue

$
344,860


$
71,833


$
221,711


$
258,241


$



$
Management fee revenue-related party


262,212



267,318







3,557,574



600,166



2,519Development fee revenue-related party


3,125,714



















Government awards














10,419,043



1,516,323



Total revenues


3,732,786



339,151



221,711



14,234,858



2,116,489



2,519Operating expenses:Cost of license fee revenue


110,020



22,373



73,859



84,600







Research and development


4,679,935



3,770,721



2,793,085



15,904,717



2,552,100



1,883,603Project development


2,179,965



















General and administrative expense


5,699,186



5,438,073



4,979,186



12,673,247



2,806,285



3,034,498Total operating expenses


12,669,106



9,231,167



7,846,130



28,662,564



5,358,385



4,918,101Operating loss


(8,936,320
)


(8,892,016
)


(7,624,419
)


(14,427,706
)


(3,241,896
)


(4,915,582
)Other income (expense), net:Interest income


60,222



5,385



8,051



87,611



84,844



6,328Interest expense


(1,636,062
)


(1,352,767
)


(915,804
)


(4,470,478
)


(628,386
)


(12,606,762
)Miscellaneous income






















8,000Gain (loss) on foreign currency exchange






(21,721
)






(5,235
)


(3,853
)


11,638Change in fair value of warrant liability






2,092,643



(515,108
)


2,592,979



(823,582
)


2,461Other income (expense), net


(1,575,840
)


723,540



(1,422,861
)


(1,795,123
)


(1,370,977
)


(12,578,335
)Net loss


(10,512,160
)


(8,168,476
)


(9,047,280
)


(16,222,829
)


(4,612,873
)


(17,493,917
)Dividend on Class A common stock






















(1,025,753
)Net loss attributable to common stockholders

$
(10,512,160
)

$
(8,168,476
)

$
(9,047,280
)

$
(16,222,829
)

$
(4,612,873
)

$
(18,519,670
)Net loss per unit/share attributable to common
    stockholders-basic and diluted

$
(2.14
)

$
(1.55
)

$
(1.30
)

$
(2.31
)

$
(0.66
)

$
(2.29
)Weighted average number of units outstanding  basic
    and diluted


4,918,668



5,285,807



6,953,079



7,009,251



6,982,215



8,092,943  
 44




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##### Table of Contents



Comparison
    of three months ended March 31, 2010 and 2011
  period-over-period
  Three Months EndedMarch 31,


Increase2010


2011


(Decrease)Revenues:Management fee revenue-related party

$
600,166


$
2,519


$
(597,647
)Government awards


1,516,323







(1,516,323
)Total revenues


2,116,489



2,519



(2,113,970
)Operating expenses:Research and development


2,552,100



1,883,603



(668,497
)General and administrative expense


2,806,285



3,034,498



228,213Total operating expenses


5,358,385



4,918,101



(440,284
)Operating loss


(3,241,896
)


(4,915,582
)


(1,673,686
)Other income (expense), net:Interest income


84,844



6,328



(78,516
)Interest expense


(628,386
)


(12,606,762
)


(11,978,376
)Miscellaneous income






8,000



8,000Gain (loss) on foreign currency exchange


(3,853
)


11,638



15,491Change in fair value of warrant liability


(823,582
)


2,461



826,043Other income (expense), net


(1,370,977
)


(12,578,335
)


(11,207,358
)Net loss

$
(4,612,873
)

$
(17,493,917
)

$
(12,881,044
)   Total Revenues:
  Research and development:
  General and administrative:
  Other income (expense), net:
 45




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##### Table of Contents



Comparison
    of the 2009 Predecessor Period combined with the 2009 Successor
    Period, with the year ended December 31, 2010
    Predecessor


Myriant


Combined


MyriantJanuary 1, 2009through


July 16, 2009


Year Ended


Year EndedJuly 15,


through


December 31,


December 31,


Increase2009


December 31, 2009


2009


2010


(Decrease)Revenues:License fee revenue

$
71,833


$
221,711


$
293,544


$
258,241


$
(35,303
)Management fee revenue-related party


267,318







267,318



3,557,574



3,290,256Government awards














10,419,043



10,419,043Total revenues


339,151



221,711



560,862



14,234,858



13,673,996Operating expenses:Cost of license fee revenue


22,373



73,859



96,232



84,600



(11,632
)Research and development


3,770,721



2,793,085



6,563,806



15,904,717



9,340,911General and administrative expense


5,438,073



4,979,186



10,417,259



12,673,247



2,255,988Total operating expenses


9,231,167



7,846,130



17,077,297



28,662,564



11,585,267Operating loss


(8,892,016
)


(7,624,419
)


(16,516,435
)


(14,427,706
)


2,088,729Other income (expense), net:Interest income


5,385



8,051



13,436



87,611



74,175Interest expense


(1,352,767
)


(915,804
)


(2,268,571
)


(4,470,478
)


(2,201,907
)Gain (loss) on foreign currency exchange


(21,721
)






(21,721
)


(5,235
)


16,486Changes in fair value of warrant liability


2,092,643



(515,108
)


1,577,535



2,592,979



1,015,444Other income (expense), net


723,540



(1,422,861
)


(699,321
)


(1,795,123
)


(1,095,802
)Net loss

$
(8,168,476
)

$
(9,047,280
)

$
(17,215,756
)

$
(16,222,829
)

$
992,927   Revenues:
  Cost of license fee revenue:
 46




---



##### Table of Contents



Research and development:
  General and administrative expense:
  Other income (expense), net:
  Comparison
    of year ended December 31, 2008 to the 2009 Predecessor
    Period combined with the 2009 Successor Period
    MyriantPeriod fromPredecessor


July 16, 2009


CombinedJanuary 1, 2009


(Inception)Year Ended


through


through


Year EndedDecember 31,


July 15,


December 31,


December 31,


Increase2008


2009


2009


2009


(Decrease)Revenues:License fee revenue

$
344,860


$
71,833


$
221,711


$
293,544


$
(51,316
)Management fee revenue-related party


262,212



267,318







267,318



5,106Development fee revenue


3,125,714















(3,125,714
)Total revenues


3,732,786



339,151



221,711



560,862



(3,171,924
)Operating expenses:Cost of license fee revenue


110,020



22,373



73,859



96,232



(13,788
)Research and development


4,679,935



3,770,721



2,793,085



6,563,806



1,883,871Project development


2,179,965















(2,179,965
)General and administrative expense


5,699,186



5,438,073



4,979,186



10,417,259



4,718,073Total operating expenses


12,669,106



9,231,167



7,846,130



17,077,297



4,408,191Operating loss


(8,936,320
)


(8,892,016
)


(7,624,419
)


(16,516,435
)


(7,580,115
) 47




---



##### Table of Contents



MyriantPeriod fromPredecessor


July 16, 2009


CombinedJanuary 1, 2009


(Inception)Year Ended


through


through


Year EndedDecember 31,


July 15,


December 31,


December 31,


Increase2008


2009


2009


2009


(Decrease)Other income (expense), net:Interest income


60,222



5,385



8,051



13,436



(46,786
)Interest expense


(1,636,062
)


(1,352,767
)


(915,804
)


(2,268,571
)


(632,509
)Gain (loss) on foreign currency exchange






(21,721
)






(21,721
)


(21,721
)Changes in fair value of warrant liability






2,092,643



(515,108
)


1,577,535



1,577,535Other income (expense), net


(1,575,840
)


723,540



(1,422,861
)


(699,321
)


876,519Net loss

$
(10,512,160
)

$
(8,168,476
)

$
(9,047,280
)

$
(17,215,756
)

$
(6,703,596
)   Revenues:
  Cost of license fee revenue:
  Research and development:
  Project development:
  General and administrative:
  Other income and expense, net:
  Liquidity
    and Capital Resources
   48




---



##### Table of Contents



Predecessor Company

Myriant

Combined

MyriantPeriod fromPeriod from

July 16, 2009

Year



Three MonthsYear Ended

January 1, 2009

(Inception) to

Ended

Year Ended

EndedDecember 31,

to July 15,

December 31,

December 31,

December 31,

March 31,2008

2009

2009

2009

2010

2011Net cash used in operating activities

$
(7,006,013
)

$
(8,236,413
)

$
(6,330,465
)

$
(14,566,878
)

$
(9,034,096
)

$
(6,814,219
)Net cash provided by (used in) investing activities

$
(3,004,285
)

$
(2,910,589
)

$
2,199,920


$
(710,669
)

$
(373,170
)

$
(15,789,293
)Net cash provided by financing activities

$
3,283,054


$
10,845,519


$
5,175,367


$
16,020,886


$
8,926,591


$
57,151,813   Operating
    activities
     49




---



##### Table of Contents



Investing
    activities
   
   
        Financing
    activities
         50




---



##### Table of Contents



Contractual
    Obligations and Commitments
    Less Than








More ThanTotal


1-Year


1-3 Years


3-5 Years


5 YearsDebt

$
0


$
0


$
0


$
0


$
0Capital Lease Obligations


0



0



0



0



0Operating Lease Obligations


2,265,770



1,048,827



1,207,897



9,046



0Purchase Obligations


0



0



0



0



0Other Long-Term Liabilities


0



0



0



0



0Total

$
2,265,770


$
1,048,827


$
1,207,897


$
9,046


$
0   Off-Balance
    Sheet Arrangements
      QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest
    rate risk
    CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
     51




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##### Table of Contents



Stock-based
    compensation
  Compensation  Stock Compensation
    Membership
    unit and common stock valuations
  Valuation of
    Privately-Held-Company Equity Securities Issued as
    Compensation
  
    the nature and history of our business;
    our historical operating and financial results;
    the market value of companies that are engaged in a similar
    business to ours;
    the lack of marketability of our common stock;
    the price at which shares of our membership units have been sold;
    our progress in developing our technology;
    our progress towards producing biosuccinic acid at commercial
    scale at the Louisiana Plant;
    the risks associated with transferring our biosuccinic acid
    production technology to full commercial scale;
    the overall inherent risks associated with our business at the
    time stock option grants and restricted shares were
    approved; and
    the overall equity market conditions and general economic trends.    Fair ValueValuation Date

per UnitDecember 31, 2008

$10.00July 15, 2009

$8.48December 31, 2009

$6.00January 14, 2011

$3.45-$5.35    52




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##### Table of Contents




    The separation of our business from our Predecessor Company
    resulted in a reduction in value associated with the investment
    in BioEnergy Holding LLC which remained with the Predecessor
    Company. 
   
    The estimated cash flows from our license agreement for
    D(−) lactic acid have not expanded as rapidly as
    originally anticipated.
    We completed our equity financing with a strategic investor in
    January 2011. The value of the company negotiated during this
    financing resulted in the creation of three classes of stock.
    The preferences afforded the Class A and Class B
    common shares resulted in a lower value ascribed to the common
    stock.   53




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##### Table of Contents



Number of

Exercise Price

Fair

IntrinsicDate of Issuance

Options

per Share

Value

ValueJanuary 31, 2011


279,543


$
5.35


$
3.45


$March 31, 2011


263,750


$
3.45


$
3.45


$   Significant
    factors, assumptions and methodologies used in determining fair
    value
      
 Three Months EndedMarch 31, 2011Risk free interest rate

2.02-2.41%Expected dividend yield

0%Expected volatility factor

65%Expected option life (years)

5-6Expected forfeitures

5%  
    Estimation
    of fair value of warrants to purchase stock
  Derivatives and
    Hedging
   54




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##### Table of Contents



July 16, 2009

December 31, 2009

December 31, 2010

March 31, 2011Risk free interest rate

2.46%

2.69%-3.04%

0.66%

0.80%Expected volatility

49%-51%

49%-51%

38%

29%Expected time to liquidity event

5-6 years

5-6 years

1-2 years

1-2 years         Number ofWarrant


Number ofShares


Warrant





Fair Value ofOutstanding


Shares





Warrants at


Fair Value of


Fair Value of


Fair Value ofat July 16,


Outstanding





July 16,


Warrants at


Warrants at


Warrants at2009


at March 31,


Exercise


2009


December 31,


December 31,


March 31,Year of Issuance

(Inception)


2011


Price


(Inception)


2009


2010


20112010






17,134


$
6.00


$



$



$
147,487


$
7542009


766,347



89,656



10.00



1,233,819



1,754,935



896



802009


482,308



59,231



13.00



803,846



885,500



178



62010






639,170



0.01











3,141,064



2,198,7451,248,655



805,191






$
2,037,665


$
2,640,435


$
3,289,625


$
2,199,585   Revenue
    recognition
   55




---



##### Table of Contents



Impairment
    of long-lived assets
  Property, Plant, and
    Equipment
          Recent
    Accounting Pronouncements
  No. 2010-06,
 56




---



##### Table of Contents



Industry  drop-in
 
    INDUSTRY
    OVERVIEW
         57




---



##### Table of Contents



PETROCHEMICAL
    PRODUCT CHAIN
  
    ®
    KEY
    FACTORS DRIVING DEMAND FOR BIOBASED CHEMICALS
  Finite
    supply of fossil fuels
   58




---



##### Table of Contents



High
    and volatile price of petroleum
 
   
  Shortages
    of petroleum-based feedstocks
    Low
    price volatility of biobased chemicals
    alternatives
    Improving
    economics drive increasing demand for green
    products
  Coca-Cola,
  Increasing
    regulatory pressure and public awareness
  2 2
 59




---



##### Table of Contents



Business  COMPANY
    OVERVIEW
 
  drop-in
 
 
  project-by-project
 
  2
 
   
   60




---



##### Table of Contents



TECHNOLOGY
  scale-up 2 2 scale-up off-the-shelf
  FEEDSTOCKS
  start-up
 
  scale-up
 
 61




---



##### Table of Contents



COMMERCIAL
    SCALE-UP
 
  scale-up scale-up
 
 
   
  PARTNERSHIPS
 
   
 
   
  TARGET
    MARKETS
    Succinic
    Acid ($7.5 billion addressable market)
   62




---



##### Table of Contents



Biosuccinic
    Acid Applications
  
 
  2
 
 
   
 63




---



##### Table of Contents



Butanediol
 
  ® ®
 
 
   
   
   
  Adipic
    Acid
       
   
  Phthalic
    Anhydride
   64




---



##### Table of Contents



Lactic
    Acid (forecast to eventually become a multi-billion pound
    market)
 
   
 
   
 
   
 65




---



##### Table of Contents



Fumaric
    Acid ($1.7 billion addressable market)
 
   
    Acrylic
    Acid ($14.5 billion addressable market)
 
   
    OUR
    COMMERCIAL PRODUCTS
  Biosuccinic
    Acid
   
   
 
   
 66




---



##### Table of Contents



D(−)
    Lactic Acid
    
 
  stage-gated
 
 
   
  OUR
    PRODUCT PIPELINE
 
   
  Fumaric
    Acid
 
  scale-up
 
  Acrylic
    Acid
 
   
  OUR
    COMPETITIVE STRENGTHS
    Validated proprietary technology.
 
  
    single-step anaerobic process allows our biocatalysts to grow
    and simultaneously produce the target product, resulting in
    greater productivity and yield relative to other known
    bioproduction techniques; 
  
    allows fermentation of diverse sugars to create multiple
    high-value biochemicals; 67




---



##### Table of Contents




    enables us to produce a broad set of C3, C4 and C6 based
    chemicals;
    reduces carbon footprint for our products by consuming rather
    than producing
    CO2;
    limits by-product creation, lowering purification costs; and
    organism that thrives in a minimal salt medium with no need for
    corn steep liquor, yeast extract or other expensive raw
    materials.  Low-cost producer of sustainable biobased
    products.
 
  Feedstock flexible.
 
  Commercialized product.
 
  Strategic relationships with international companies in the
    fields of chemicals, process technology and
    engineering project-by-project
 
 
   
 68




---



##### Table of Contents



Profitable unit-level economics without subsidies or
    mandates.
 
 
  Scale-up
    and signed customer contracts. scale-up
 
  Experienced team with a demonstrated track
    record.
  
    developing microorganisms and new products (D(−) lactic
    acid, cellulosic ethanol, DuPonts
    Suva®,

    riboflavin);
    developing the fermentation and downstream processes of
    industrial biotechnology (D(−) lactic acid, cellulosic
    ethanol, riboflavin);
    employing process development and project management of large
    scale plants from start to finish (BASFs $1.3 billion
    steam cracker and the worlds largest butadiene extraction
    unit);
    financing and constructing large scale capital projects;
    commercializing and navigating product approvals at global and
    multinational companies (D(−) lactic acid and
    DuPonts
    Suva®);
    constructing and operating a $270 million, 100 million
    gallon biofuel facility; and
    managing global business functions, including pricing, sourcing,
    customer interfacing, budgeting, and capital planning.  OUR
    STRATEGY
 
   
 
  Developing drop-in and replacement products for large
    existing addressable markets.
 
 
  Leveraging and establish partnerships to achieve commercial
    success.
 
 69




---



##### Table of Contents



Targeting drop-in applications to drive market
    penetration.
 
 
  Rapidly penetrating existing BDO market.
 
 
  Securing customer contracts to support production capacity
    expansion.
 
 
  Expanding internationally to markets with the greatest
    business opportunities.
 
 
  Capitalizing on our feedstock flexibility to further reduce
    cost.
 
  OUR
    TECHNOLOGY PLATFORM
 
   
 70




---



##### Table of Contents



71




---



##### Table of Contents



CUSTOMERS
    Johann Haltermann Ltd.
  Piedmont Chemical Industries I, LLC.
  The Chemical Company.
    Showa Denko Europe GmbH.
    Wilson Industrial Sales Company, Inc.
 72




---



##### Table of Contents



PARTNERSHIPS
  Davy
    Process Technology
 
  ® ®
 
   
   
    
 
 
 
   
 73




---



##### Table of Contents



Uhde
    GmbH, a subsidiary of the ThyssenKrupp Group
 
   
  PTT
    Chemical International Private Limited
 
   
 
   
    China
    National BlueStar
   74




---



##### Table of Contents



Milestones
    Achieved and Commercialization Roadmap
    Commercial License to PuracMay 2008

We granted Purac, one of the worlds largest producers of
    lactic acid, a full royalty-bearing exclusive license to use our
    D(−) lactic acid strain technology to commercially produce
    D(−) lactic acid.D(−) Lactic Acid Commercial
    Scale-UpSummer 2008

Our first D(−) lactic acid strain was scaled up to
    commercial scale (200,000 liter fermenters) at Puracs
    facility in Spain.OmniGene Bioproducts AcquisitionJuly 2008

We acquired equipment, organisms, intellectual property and
    know-how, including the proprietary strain development systems
    of OmniGene Bioproducts.  In addition, we acquired the entire
    OmniGene team of scientists and engineers with a long track
    record of commercial success in molecular biology, cell biology
    and fermentation technology (e.g., invention of the process to
    manufacture riboflavin).Successful Pilot Plant FermentationJuly 2009

We completed our first successful pilot fermentation of
    biosuccinic acid to 5,000 liter fermenters at Wisconsin
    Bioproducts.Uhde Exclusive AllianceSeptember / October 2009

We signed a global exclusive partnership with Uhde for the
    design, engineering, procurement and construction of biosuccinic
    acid manufacturing plants and to provide process and performance
    guarantees on mutually agreed terms for such plants.$50 Million Department of Energy AwardDecember 2009

The U.S. Department of Energy awarded us $50 million in federal
    cost share funding for our Louisiana Plant, which was the only
    award focused exclusively on biobased chemicals rather than
    biofuels.Biosuccinic Acid
    Scale-UpDecember 2009

We scaled our biosuccinic acid process using 20,000 liter
    fermenters while improving yield at the tolling plant owned by
    Fermic in Mexico CityShowa Denko Heads of AgreementMay 2010

We entered into a non-binding Heads of Agreement with Showa
    Denko. Pursuant to that Heads of Agreement, we intend to
    establish a relationship in which Showa Denko would purchase our
    biosuccinic acid for use in polybutylene succinate, or PBS,
    production and we will work with Showa Denko to develop the
    North American market for PBS.First Customer Commitment to Purchase Biosuccinic
    AcidMay 2010

We signed a contract with TCC to supply all of its succinic acid
    requirements with a target of 5 million pounds on an annual
    basis from our Louisiana Plant. 75




---



##### Table of Contents



Second Customer Commitment to Purchase Biosuccinic
    AcidJune 2010

We signed a contract with Haltermann to supply all of its
    succinic acid requirements of not more than 20 million
    pounds on an annual basis from our Louisiana Plant.PTT Chemical International Private Limited (CH Inter)
    Strategic InvestmentJanuary 2011

CH Inter, a subsidiary of PTTCH, a large Thailand-based
    petrochemical producer, made a $60 million strategic equity
    investment in us, which resulted in net proceeds of
    $57.1 million.  We also agreed to establish a joint venture
    company to license our intellectual property for construction of
    biochemical plants in the ASEAN countries.Third Customer Commitment to Purchase Biosuccinic
    AcidJanuary 2011

We signed a contract with Piedmont to supply all of its succinic
    acid requirements with a target of 5 million pounds on an annual
    basis from our Louisiana Plant.Construction Phase of Louisiana PlantJanuary 2011

We entered Budget Period 2, the construction phase (pursuant to
    the DOE award), of our Louisiana Plant.Davy Exclusive PartnershipFebruary 2011

We signed a non-binding memorandum of understanding with Davy
    for the testing and approval of our biosuccinic acid technology
    as a drop-in feedstock replacement for petroleum-derived MAN
    within the Davy process for the production of biobased BDO.  We
    are negotiating a joint development agreement with Davy to
    reflect the terms of this memorandum of understanding.Commitment to Purchase Liquid Ammonium SulfateApril 2011

We signed a contract with Wilson to supply it with all of the
    liquid ammonium sulfate produced at the Louisiana Plant.China National BlueStar Memorandum of UnderstandingMay 2011

We signed a memorandum of understanding with BlueStar to develop
    a proposal for the construction of a biosuccinic acid plant in
    Nanjing, China, and to enter into an agreement to be the
    exclusive supplier of biosuccinic acid to BlueStar.Louisiana Plant Commercial OperationsFirst Quarter 2013

We anticipate commencing commercial operations of the Louisiana
    Plant.Louisiana Plant ExpansionFirst Quarter 2014

We anticipate that the expanded Louisiana Plant, with an annual
    production capacity of over 170 million pounds, will become
    operational.  
  Our
    Production Capabilities
  Scale-up
    and pilot plant operation
 
  scale-up scale-up
 
 76




---



##### Table of Contents



off-the-shelf
  Louisiana
    Plant
        Future
    Manufacturing Facilities
     77




---



##### Table of Contents



INTELLECTUAL
    PROPERTY
   
   
 
   
       78




---



##### Table of Contents



COMPETITION
                 79




---



##### Table of Contents



FACILITIES
  Louisiana
    Plant
 
   
  Laboratories
    Headquarters
    REGULATORY
    OVERVIEW
     80




---



##### Table of Contents



EMPLOYEES
 
   
  STRATEGIC
    AND SCIENTIFIC ADVISORY PANELS
    Strategic
    Advisory Panel
  out-of-pocket
   
  Norman Augustine:
 
 81




---



##### Table of Contents



The Defense Revolution Shakespeare
    In Charge Augustines Laws Augustines Travels
 
 
  Brian Ferguson:
 
  Robert McFarlane:
 
  R. James Woolsey:
 
  Scientific
    Advisory Panel
   82




---



##### Table of Contents



out-of-pocket
    Dr. Stephen J.
    Benkovic: de novo
  Dr. Lew Christopher:
 
  Dr. Lonnie Ingram:
 
 
  Dr. Gregory
    Stephanopoulos:
 
 83




---



##### Table of Contents



Dr. Janet
    Westpheling:
 
  Dr. Huimin Zhao:
  LEGAL
    PROCEEDINGS
   84




---



##### Table of Contents



Management  EXECUTIVE
    OFFICERS, KEY EMPLOYEES AND DIRECTORS
    
 Name

Age

Position(s)Stephen J. Gatto


50


Chairman, Chief Executive Officer and DirectorRalph A. Tapia


60


Executive Vice President and Chief Financial OfficerA. Cenan Ozmeral, Ph.D.


61


Executive Vice President and Chief Operating OfficerJoseph P. Glas, Ph.D.


73


Chief Technology OfficerSamuel McConnell


51


Senior Vice President, Corporate DevelopmentJeffrey Gatto


51


Senior Vice President, Engineering and OperationsRudy E. Fogleman, Jr.


61


Vice President of Manufacturing, North AmericaPuntip Oungpasuk


50


DirectorNarongsak Jivakanun(1)


42


DirectorThitipong Jurapornsiridee(2)


41


DirectorSteven M. Sisselman(1)(2)


52


DirectorKeith Carter(1)(2)


38


Director  
    (1)
    
    Member of the compensation committee(2)
    
    Member of the audit committee 
  Stephen J. Gatto
 
  Ralph A. Tapia
  Rudy E. Fogleman, Jr.
 85




---



##### Table of Contents



A. Cenan Ozmeral, Ph.D.
 
 
  Joseph P. Glas, Ph.D.
 
 
  Samuel McConnell
 
  Jeffrey Gatto scale-up
 
  Puntip Oungpasuk
 
 86




---



##### Table of Contents



Narongsak Jivakanun
  Thitipong Jurapornsiridee
  Steven M. Sisselman 15-year
  Keith Carter
 87




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##### Table of Contents



BOARD
    COMPOSITION
      
    the Class I directors will be Puntip Oungpasuk, Keith
    Carter, and an additional director to be appointed, and their
    terms will expire at the annual meeting of stockholders to be
    held in 2012;
    the Class II directors will be Thitipong Jurapornsiridee,
    Steven M. Sisselman, and an additional director to be appointed,
    and their terms will expire at the annual meeting of
    stockholders to be held in 2013; and
    the Class III directors will be Stephen J. Gatto, Narongsak
    Jivakanun, and an additional director to be appointed, and their
    terms will expire at the annual meeting of stockholders to be
    held in 2014.      DIRECTOR
    INDEPENDENCE
   88




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##### Table of Contents



Rule 10A-3 Rule 10A-3,
 
   
  BOARD
    COMMITTEES
    Audit
    committee
 
  Rule 10A-3
 
  Compensation
    committee
   89




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##### Table of Contents



CODE OF
    BUSINESS CONDUCT AND ETHICS
    CORPORATE
    GOVERNANCE GUIDELINES
    
    that the board of directors principal responsibility is to
    oversee the management of the company;
    criteria for board membership;
    that a majority of the members of the board shall be independent
    directors;
    limits on a board members service on boards of directors
    of other public companies;
    for the appointment of a lead independent director;
    that the independent directors meet regularly in executive
    session;
    that at least annually, the board and its committees will
    conduct a self-evaluation; and
    that directors have complete access to all officers and
    employees.  COMPENSATION
    COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
   90




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##### Table of Contents



DIRECTOR
    COMPENSATION
    Initial
    equity grants
 
   
  Annual
    cash retainer
 
   
  Meeting
    fees
    Annual
    equity awards
 
   
  Exercise
    price for stock options
  thirty-day
  Equity
    awards subject to the 2011 Omnibus Incentive Plan
   91




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##### Table of Contents



Purchase
    of Our Stock
 
 
   
  No
    other compensation
   92




---



##### Table of Contents



Executive
    Compensation  COMPENSATION
    DISCUSSION AND ANALYSIS
    Name

PositionStephen J. Gatto

Chairman and Chief Executive OfficerRalph A. Tapia

Executive Vice President and Chief Financial OfficerA. Cenan Ozmeral, Ph.D.

Executive Vice President and Chief Operating OfficerSamuel G. McConnell

Senior Vice President, Corporate DevelopmentRudy E. Fogleman, Jr.

Vice President of Manufacturing, North America       The
    objectives of our compensation program
    
    enable us to attract, retain and motivate talented executives to
    lead the company,
    focus our named executive officers on achieving key business
    objectives by providing the opportunity to earn annual incentive
    awards that place a substantial portion of total annual
    compensation at risk depending upon corporate and individual
    performance, and
    align the interests of our named executive officers with those
    of our stockholders through the use of equity compensation.  Establishment
    of our compensation committee
 
   
  Role
    of our chief executive officer in compensation
    decisions
   93




---



##### Table of Contents



Data
    used to make compensation decisions in 2010
 
   
  
    Select Peer Group: Pacific Ethanol, Verenium, 3Com, Metabolix,
    Aventine 
  
    Survey: Strategic Industries Rewards Solutions (SIRS), benchmark
    survey published by ORC Worldwide (now William M. Mercer),
    updated as of April 10, 2010. This survey covered a total
    of 539 companies in 7 industries and
    20 sub-industries. 
 
   
  2011
    Executive compensation review
 
   
 
  
    Public Surveys: Hay Group Total Remuneration Survey (limited to
    the chemical industry, May 2010), Radford Global Life Sciences
    Survey (focusing on public technology and alternative energy
    companies with between 25 and 200 employees, April 2010) 
 
  
    Named Peers: The following 21 public companies were approved by
    the compensation committee in March 2011 because it was
    determined that they exhibited similar financial profiles (fewer
    than 500 employees, less than $300 million in revenue
    and a market value between $200 million and
    $1.5 billion) across multiple relevant industries
    (Chemical, Biotech, Clean Tech) relevant to the alternative
    energy and biochemical industry: Amyris, Inc., Codexis, Inc.,
    Gevo, Inc., Metabolix, Inc., Aceto Corporation, Balchem
    Corporation, Cambrex Corporation, Innophos Holdings, Inc.,
    Innospec Inc., OMNOVA Solutions Inc., A123 Systems, Inc.,
    American Superconductor Corporation, EnerNOC, Inc., FuelCell
    Energy, Inc., Alnylam Pharmaceuticals, Inc., ARIAD
    Pharmaceuticals, Inc., Geron Corporation, Halozyme Therapeutics,
    Inc., ImmunoGen, Inc., NPS Pharmaceuticals, Inc. and Optimer
    Pharmaceuticals, Inc. 
  
    Recent IPO Peers: The following 12 public companies were
    approved by the compensation committee in March 2011 because it
    was determined that they exhibit a similar financial profile as
    the Named Peers, and additionally completed an initial public
    offering within the past 18 months: Amyris, Inc., Codexis, Inc.,
    Gevo, Inc., STR Holdings, Inc., A123 Systems, Inc., Generac
    Holdings Inc., NuPathe 94




---



##### Table of Contents



Inc., Alimera Sciences, Inc., Anthera Pharmaceuticals, Inc.,
    Aveo Pharmaceuticals, Inc., Tengion, Inc. and Zogenix, Inc.    Executive
    compensation program
    Base
    salary
 
   
  Name

Base SalaryStephen J. Gatto

$
566,500Ralph A. Tapia

$
192,610A. Cenan Ozmeral, Ph.D.

$
310,500Samuel G. McConnell

$
211,150Rudy E. Fogleman, Jr.

$
211,020  
   
  Annual
    performance incentives
    TargetName

PercentageStephen J. Gatto


200
%Ralph A. Tapia


25
%A. Cenan Ozmeral, Ph.D.


50
%Samuel G. McConnell


50
%Rudy E. Fogleman, Jr.


35
%    95




---



##### Table of Contents



2010
    Annual performance incentives
 
   
    Performance Weight for Performance Goal

X

Results vs. Target

X

Individual Modifier

X

Target
    Award

=

Earned Payment     
    Performance Goal is a corporate performance goal or divisional
    performance goal.
    Performance Weight is the percentage of the target award that is
    based on attaining a performance goal 
  
    Results vs. Target, expressed as a percentage, represents the
    extent to which the corporate performance goals or divisional
    performance goals were met at target for 2010, as determined by
    the compensation committee. 
  
    Individual Modifier means the adjustment that is made to the
    annual performance incentive based on individual performance as
    determined by our board upon recommendation by the Chief
    Executive Officer (or, in the case of our Chief Executive
    Officer, by our board of directors).
    Target Award is a dollar amount equal to the percentage of the
    named executive officers 2010 base salary (or, in the case
    of Mr. Fogleman, his 2011 base salary) that could be earned
    based on performance at target with respect to all performance
    goals. 
   
 
   
  Corporate
    performance goals  Gatto and Tapia
    96




---



##### Table of Contents



Results vs.Performance Goal

Weighting

TargetBegin construction of Louisiana Plant; develop and begin
    construction of an in-house integrated pilot plan


35
%


24.5
%Execute a third-party tolling agreement and begin production;
    complete sampling; complete scale up at Fermic


10
%


5
%Execute memorandum of understanding and finalize contracts with
    customers; complete two strategic partnerships


40
%


38
%New product development; broaden internal capabilities; execute
    memorandum of understanding with targeted companies; expand
    intellectual property portfolio


10
%


0
%Maintain bank model parameters


5
%


5
%Total of Corporate Goals Achieved






72.5
%  
  Corporate
    and division performance goals  Ozmeral, McConnell
    and Fogleman
    Name

DivisionOzmeral

50% Specialty Chemicals50% Research & DevelopmentMcConnell

100% Corporate DevelopmentFogleman

100% Operations     Results vs.Performance Goal

Weighting

TargetExecute tolling agreement (i.e., operation
    start-up,
    generate $3M revenue)


10
%


0
%Begin construction on Louisiana Plant: safely execute plan (less
    than 1.0 Total Recordable Incident Rate), Outside Battery Limits
    for Louisiana Plant expansion, infrastructure for expansion,
    Inside Battery Limits plans


40
%


36
%Complete scale up at Fermic (i.e., safely execute
    plan  less than 1.0 Total Recordable Incident Rate)


10
%


10
%Finalize contracts with certain customers; execute two
    partnerships (including a specified party); execute two
    additional MOUs with customers


40
%


35
%Total of Specialty Chemicals Division Goals Achieved:






81
%  97




---



##### Table of Contents



Results vs.Performance Goal

Weighting

TargetAchieve succinic acid costs at target


50
%


40
%Optimize production process


30
%


26
%Provide basic data packaged for Front End Loading/2, PFDs, heat
    and material balance, equipment list


20
%


15
%Total of Research & Development Division Goals
    Achieved






81
%  
    
 Results vs.Performance Goal

Weighting


TargetEstablish partnership with chemical channel partner; downstream
    end user company (demand-pull); upstream process or feedstock
    provider


40
%


16
%Develop government affairs plan; production tax credit; loan
    guarantee (written confirmation of qualification form from the
    DOE); confidential goal with DOE


20
%


20
%Development of confidential pilot plan project


40
%


20
%Total of Corporate Development Division






56
%Discretionary Adjustment for Achieving Clearfield Support
    Goals






25
%Total (including discretionary adjustment)






81
%  
 
   
    Individual
    modifier
   
   
 98




---



##### Table of Contents



2010
    annual performance incentive calculation
    Performance

Performance



Results vs.



Individual



Target



EarnedName

Goal

Weight

X

Target

X

Modifier

X

Award

=

PaymentStephen J. Gatto


Corporate



100
%






72.5
%






88.5
%





$1,100,000



$
705,788Total Earned Payment:



$
705,788Ralph A. Tapia


Corporate



100
%






72.5
%






100
%





$46,750



$
33,894Total Earned Payment:



$
33,894A. Cenan Ozmeral, Ph.D.


Corporate



60
%






72.5
%






150
%





$150,000



$
97,875Specialty Chemical



20
%






81
%






150
%





$150,000



$
36,450Research &



20
%






81
%






150
%





$150,000



$
36,450Development


























Total Earned Payment:



$
170,775Samuel G. McConnell


Corporate



60
%






72.5
%






95
%





$103,000



$
42,565Corporate



40
%






81
%






95
%





$103,000



$
31,703Development


























Total Earned Payment:



$
74,268Rudy E. Fogleman, Jr.


Corporate



60
%






72.5
%






150
%





$67,200



$
43,848Operations



40
%






100
%






150
%





$67,200



$
40,320Total Earned Payment:



$
84,168   Form
    of payment of annual performance incentives
 
   
 
   
 99




---



##### Table of Contents



LONG-TERM
    EQUITY INCENTIVE AWARDS
   
   
  
    we increased the number of shares reserved for issuance under
    the our 2011 Omnibus Incentive Plan by 3,250,000 shares to
    4,189,130 shares, 
  
    we included a provision as part of the 2011 Omnibus Incentive
    Plan allowing the board discretion beginning in 2012 and ending
    in 2016 to annually increase the number of shares available for
    issuance by up to the lesser of 5% of the outstanding shares of
    our common stock as of the 30th day after the completion of
    this offering or 2 million shares, 
 
  
    we granted time-based restricted stock units to our named
    executive officers in May 2011 in order to provide a significant
    retention incentive, and 
  
    we granted stock options subject to a performance-based vesting
    schedule to our named executive officers in May 2011 at an
    exercise price of $19.36 to motivate them to increase the value
    of our stock after the offering. 
  two-thirds
 
  Restricted
    Stock Units
    Name

No. of RSUsStephen J. Gatto


247,500Ralph A. Tapia


56,250A. Cenan Ozmeral, Ph.D.


112,500Samuel G. McConnell


22,500Rudy E. Fogleman, Jr.


22,500  
   
 100




---



##### Table of Contents



Stock
    Options
    Shares UnderlyingName

Stock OptionsStephen J. Gatto


302,500Ralph A. Tapia


68,750A. Cenan Ozmeral, Ph.D.


137,500Samuel G. McConnell


27,500Rudy E. Fogleman, Jr.


27,500  
   
    
 No. of RestrictedName

Membership Units


VestingRalph A. Tapia


20,000


12,000 units to vest equally on the first 3 anniversaries
    of the grant date and 8,000 units to vest upon achievement
    of a targeted level of EBITDA with respect to operations of a
    specified division not later than December 31, 2012,
    provided, in each case, that Mr. Tapia was then employed by
    usA. Cenan Ozmeral, Ph.D.


48,000


24,000 units to vest equally on the first 3 anniversaries
    of the grant date and 24,000 units to vest upon achievement
    of a targeted level of EBITDA with respect to certain operations
    not later than December 31, 2012, provided, in each case,
    that Mr. Ozmeral was then employed by us  
 
   
 
  10-year
 
 101




---



##### Table of Contents



No. of Shares


Amended Vesting Conditions48,000


30,000 shares to vest equally on the first three
    anniversaries of the grant date (provided that Mr. Ozmeral
    is then employed by us), and 18,000 shares to vest upon
    achievement of a targeted level of EBITDA with respect to
    operations of a specified division not later than
    December 31, 2013 (provided Mr. Ozmeral is employed by
    us on December 31, 2013)66,666


33,333 shares to vest equally on the first three
    anniversaries of November 20, 2008 (provided that
    Mr. Ozmeral is then employed by us), and 33,333 shares
    to vest upon the successful completion of the construction of
    the Louisiana Plant at or below cost by December 31, 2012
    (provided Mr. Ozmeral is employed by us on
    December 31, 2012)  
  Stock
    Ownership Guidelines
    Benefits
    and perquisites
    Employment
    agreements
   
   
 
  
    the term of all employment agreements will be three years (until
    June 21, 2014) subject to annual renewal 
 
  
    incentive payments will be subject to any compensation recovery
    policy that we adopt from time to time 
 
  
    payments from the company to the named executive officers are
    subject to being limited to an amount that will not trigger
    golden parachute excise taxes if doing so maximizes the net
    after tax benefit payable in connection with a change in control 
 102




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##### Table of Contents




    in addition to the current one year cash severance benefit under
    the prior employment agreements, an executive shall be entitled
    to receive a lump sum cash payment in the event of a termination
    of employment by us without cause or by the executive for good
    reason, in each case, within 12 months after a change in
    control equal to: 
 
  
    twelve months of salary (in the case of our chief executive
    officer and chief operating officer), or 
 
  
    six months of salary (in the case of our other named executive
    officers) 
 
   
 
  
    severance benefits will include continued medical and dental
    benefits for 12 months and, if applicable, for the
    additional period of an extended non-compete and
    non-solicitation agreement described above 
 
  gross-up
 
   
   
  Tax
    Considerations
 
   
 103




---



##### Table of Contents



SUMMARY
    COMPENSATION TABLE FOR FISCAL YEAR 2010
    
 Non-EquityIncentiveStock


Option


Plan


All OtherSalary


Awards


Awards


Compensation


Compensation


TotalName and Principal Position

Year


($)


($)(1)


($)(2)


($)(3)


($)(4)


($)Stephen J. Gatto,


2010


$
478,750
(5)





$
352,894


$
352,894


$
57,680


$
1,242,218Chairman and Chief Executive OfficerRalph A. Tapia,


2010


$
180,831


$
120,000
(6)

$
10,169


$
23,726


$
7,491


$
342,217Executive Vice President and Chief Financial OfficerA. Cenan Ozmeral Ph.D.,


2010


$
287,500


$
288,000


$
85,388


$
85,388


$
10,396


$
756,672Executive Vice President and Chief Operating OfficerSamuel G. McConnell,


2010


$
202,769






$
37,134


$
37,134


$
8,249


$
285,286Senior Vice President, Corporate DevelopmentRudy E. Fogleman, Jr.,


2010


$
196,242






$
42,084


$
42,084


$
7,734


$
288,144Vice President of Manufacturing, North America  
   
  (1)
    
    Reflects the aggregate grant date fair value of the restricted
    membership unit awards that were granted by the Predecessor
    Company on March 1, 2010. These awards are further
    addressed in the All Other Stock Awards Number of Shares of
    Stock or Units Column in the Grants of Plan-Based Awards in 2010
    Fiscal Year Table. 
 
  (2)
    
    Reflects the total dollar amount of stock options earned under
    the 2010 annual incentive. The value of the stock options was
    calculated using the modified Black-Scholes stock option value
    of $2.08 as determined by our board. In conducting its analysis
    regarding the Black-Scholes value of the stock options, the
    following assumptions were used: (i) stock price was valued
    at $3.45, (ii) the risk-free rate was estimated to be 2.3%,
    (iii) expected life was estimated to be six years, and
    (iv) volatility was estimated at 65%. There can be no
    assurance that these options will ever be exercised (in which
    case no value will be realized by the named executive officers)
    or that the value on exercise will equal the fair value. These
    awards are further addressed in the All Other Stock Awards
    Number of Shares of Stock or Units Column in the Grants of
    Plan-Based Awards in 2010 Fiscal Year Table. 
 
  (3)
    
    Reflects the total dollar amount earned under the 2010 annual
    incentive that was paid in cash. These awards are further
    addressed in the Estimated Future Payouts under Non-Equity
    Incentive Plan column in the Grants of Plan-Based Awards in 2010
    Fiscal Year Table. The portion of our annual incentive that was
    granted in the form of stock options is reflected in the Option
    Awards column of this Summary Compensation Table. 
 104




---



##### Table of Contents



(4)
    
    The compensation represented by the amounts for 2010 set forth
    in the All Other Compensation column of the Summary Compensation
    Table for the named executive officers are detailed in the
    following table. 
  
 QualifiedName and

Savings

Group Term LifePrincipal Position

Plan(a)

Insurance(b)

Perquisites(c)

Total(d)Stephen J. Gatto,





$
138


$
57,542


$
57,680Chairman and Chief Executive OfficerRalph A. Tapia,

$
7,223


$
258






$
7,491Executive Vice President and Chief Financial OfficerA. Cenan Ozmeral Ph.D.,

$
10,000


$
396






$
10,396Executive Vice President and Chief Operating OfficerSamuel G. McConnell,

$
8,111


$
138






$
8,249Senior Vice President, Corporate DevelopmentRudy E. Fogleman, Jr.,

$
7,338


$
396






$
7,734Vice President of Manufacturing, North America  
  (a)
    Consists of matching contribution made under the companys
    401(k) plan. 
  (b)
    Reflects the cost of term life insurance coverage that the
    company provided named executive officers on a discriminatory
    basis. 
 
  (c)
    The following perquisites were provided to Mr. Gatto during
    2010: $36,818, reflecting Mr. Gattos company-provided
    auto, and $20,724, reflecting a reimbursement the company made
    to Mr. Gatto in connection with his 2010 self-employment
    tax per the terms of his employment agreement with the company.
    No other named executive officers received perquisites during
    2010. 
  (d)
    Reflects the total amount set forth in the All Other
    Compensation column to the Summary Compensation Table. 
  (5)
    
    Represents $360,000 of cash compensation earned by
    Mr. Gatto as a consultant for the period from
    January 1, 2010 through May 15, 2010 under a prior
    consulting agreement with us and $118,750 of salary earned by
    Mr. Gatto on and after May 16, 2010 under an
    employment agreement. 
 
  (6)
    
    Mr. Tapias restricted membership unit award was
    cancelled and was replaced with a nonqualified stock option
    award that was granted on January 31, 2011. This award is
    further described in the All Other Options Awards-Number of
    Securities Underlying Options column in the Grants of Plan-Based
    Awards in Fiscal Year 2010 Table. 
 105




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##### Table of Contents



GRANTS OF
    PLAN-BASED AWARDS IN FISCAL YEAR 2010
    AllOther

All OtherStock

Option



GrantAwards:

Awards:

Exercise

Date FairNumber of

Number of

or Base

Value ofShares of

Securities

Price of

Stock andEstimated Future Payouts Under Non-Equity Incentive Plan
    Awards

Estimated Future Payouts Under Equity Incentive Plan
    Awards

Stock or

Underlying

Option

OptionsName and



Threshold

Target

Threshold

Target

Maximum

Units

Options

Awards

AwardsPrincipal Position

Grant Date

(#)

($)(1)

(#)

(#)

(#)

(#)

(#)

($/Sh)

($)Stephen J. Gatto,


3/23/2011



0


$
1,100,000



















169,660
(2)

$
3.45


$
352,894
(3)Chairman and Chief Executive OfficerRalph A. Tapia,


3/1/2010























20,000
(4)









$
120,000
(5)Executive Vice President and Chief


3/23/2011



0


$
46,750



















4,889
(2)

$
3.45


$
10,169
(3)Financial OfficerA. Cenan Ozmeral Ph.D.,


3/1/2010























48,000
(6)










288,000
(5)Executive Vice President and Chief


3/23/2011



0


$
150,000



















41,052
(2)

$
3.45



85,388
(3)Operating OfficerSamuel G. McConnell,


3/23/2011



0


$
103,000



















17,853
(2)

$
3.45


$
37,134
(3)Senior Vice President, Corporate DevelopmentRudy E. Fogleman, Jr.,


3/23/2011



0


$
67,200



















20,233
(2)

$
3.45


$
42,084
(3)Vice President of Manufacturing, North America    
  (1)
    
    Represents total amount of annual incentive that could be paid
    for the 2010 performance year. The committee retained the
    discretion to pay this as either cash or equity. The amounts
    reported in the All Other Option Awards: Number of Securities
    Underlying Options column above satisfied 50% of the annual
    incentive earned for 2010 (or 30% in the case of Mr. Tapia). 
 
  (2)
    
    Represents the number of stock options granted to each named
    executive officer under the annual incentive for the 2010
    performance year. Each option was granted with an exercise price
    of $3.45, was fully vested upon the grant date, and is subject
    to a 10-year
    term. A stock option at an exercise price of $3.45 per share was
    earned for each $2.08 of annual performance incentive,
    reflecting the modified Black-Scholes stock option value as
    determined by our board. 
 
  (3)
    
    The value of the stock options was calculated using the modified
    Black-Scholes stock option value of $2.08 as determined by our
    board. There can be no assurance that the options will ever be
    exercised (in which case no value will be realized by the
    executive) or that the value on exercise will equal the fair
    value. 
 
  (4)
    
    On March 1, 2010, Mr. Tapia was granted 20,000
    restricted membership units in the Predecessor Company prior to
    its conversion to a corporation. This award was later cancelled.
    In replacement of the cancelled restricted membership units,
    Mr. Tapia was granted a stock option on January 31,
    2011 to purchase 20,000 shares of our common stock, with an
    exercise price of $3.45 and subject to a
    10-year
    term. The option shall become exercisable as follows:
    (i) with respect to 4,000 shares on each of the first
    three anniversaries of March 1, 2010, and (ii) with
    respect to 8,000 shares upon the companys achievement
    of a targeted level of EBITDA with respect to operations of a
    specified division not later than December 31, 2013
    (subject, in each case, to Mr. Tapias continued
    employment with the company on such vesting dates). 
  (5)
    
    Reflects the 2010 aggregate grant date fair value of the
    restricted membership unit awards as of March 1, 2010 of
    $6.00 per unit. 
  (6)
    
    On March 1, 2010, Mr. Ozmeral was granted 48,000
    restricted membership units in the Company prior to its
    conversion to a corporation. This award was converted into a
    restricted stock award on a one-share for
    one-unit
    basis in January 2011 and vests as follows:
    (i) 10,000 shares shall vest on each of the first
    three anniversaries of March 1, 2010, and (ii) 18,000
    restricted shares shall vest upon the companys achievement
    of a targeted level of EBITDA with respect to operations of a
    specified division not later than 
 106




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##### Table of Contents



December 31, 2013 (in each case, subject to
    Mr. Ozmerals continued employment with the company on
    such vesting dates).  DISCUSSION
    CONCERNING SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED
    AWARDS TABLE
  Employment
    Agreements
 
   
 
   
 
   
  
 Named Executive Officer

Base SalaryStephen J. Gatto

$
550,000Ralph A. Tapia

$
270,000A. Cenan Ozmeral Ph.D.

$
300,000Samuel G. McConnell

$
206,000Rudy E. Fogleman, Jr.

$
211,020  
   
   
 
   
 
   
 107




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##### Table of Contents



OUTSTANDING
    EQUITY AWARDS AT 2010 FISCAL YEAR END
    
 Option Awards



Stock AwardsEquityincentiveplan awards:Equity









Equity

market orIncentive









incentive

payoutPlan









plan

value ofAwards:







Market

awards:

unearnedNumber of



Number





Number of

value of

number

shares,securities

Number of

of securities





shares or

shares or

of unearned

units, orunderlying

securities

underlying





units of

units of

shares,

otherunexercised

underlying

unexercised

Option

Option

stock that

stock that

units or other

rights thatoptions (#)

unexercised

unearned

Exercise

Expiration

have not

have not

rights

haveName And



exercisable

options

options

Price

Date

vested

vested ($)

that have

not vestedPrincipal Position

Grant Date

(1)

unexercisable (#)

(#)

($)

(2)

(#)

(3)

not vested (#)

($)(3)Stephen J. Gatto,


3/23/2011



169,660
(4)









$
3.45



3/23/2021Chairman and Chief Executive OfficerRalph A. Tapia,


3/1/2010























12,000
(5)

$
41,400



8,000
(6)

$
27,600Executive Vice


1/31/2011







1,897
(7)





$
5.35



1/31/2021President and Chief


1/31/2011



16,500
(8)









$
5.35



3/23/2021Financial Officer


3/23/2011



4,889
(4)









$
3.45



3/23/2021A. Cenan Ozmeral Ph.D.,


11/20/2008























11,111
(9)

$
38,333



33,333
(10)

$
114,999Executive Vice


3/1/2010























20,000
(11)

$
69,000



18,000
(12)

$
62,100President and Chief


1/31/2011







5,755
(7)





$
5.35



1/31/2021Operating Officer


3/23/2011



41,052
(4)









$
3.45



3/21/2021Samuel G. McConnell,


1/31/2011







4,918
(7)





$
5.35



1/31/2021Senior Vice


3/23/2011



17,853
(4)









$
3.45



3/23/2021President, CorporateDevelopmentRudy E. Fogleman, Jr.,


1/31/2011







3,610
(7)





$
5.35



1/31/2021Vice President of


3/23/2011



20,233
(4)









$
3.45



3/23/2021Manufacturing, North America  
    (1)
    
    Represents fully exercisable stock options. 
  (2)
    
    All stock options have a 10 year term subject to earlier
    expiration on account of employment termination as follows: the
    post-termination exercise period being the lesser of
    (i) the remaining term, (ii) thirty days, or
    (iii) in the event of (a) a termination due to death,
    disability or retirement, 1 year, (b) termination
    without cause or for good reason, 90 days, or
    (c) termination for cause, the date of termination. 
 
  (3)
    
    The market value of the stock awards is determined by
    multiplying the number of shares by $3.45. 
 
  (4)
    
    These stock options were granted in connection with the 2010
    annual incentive and were fully exercisable upon the grant date.
    For more information on these awards, see the discussion in the
    Compensation Discussion and Analysis under 2010 annual
    performance incentives. 
 
  (5)
    
    These restricted membership units were granted to Mr. Tapia
    on March 1, 2010 and were scheduled to vest on the first
    three anniversaries of such grant date. However, this award was
    later cancelled and replaced with a non-qualified stock option.
    See the footnotes to the Grants of Plan-Based Awards in Fiscal
    Year 2010 Table for a description of that option. 
 
  (6)
    
    These restricted membership units were granted to Mr. Tapia
    on March 1, 2010 and were scheduled to vest upon the
    companys achievement of a targeted level of EBITDA with
    respect to operations of a specified division. However, this
    award was later cancelled and replaced with a non-qualified
    stock option. See the footnotes to the Grants of Plan-Based
    Awards in Fiscal Year 2010 Table for a description of that
    option. 
 
  (7)
    
    These stock options were granted in connection with the 2009
    annual incentive and will become exercisable in one-third
    increments on the first, second, and third anniversary dates of
    the grant, subject to continued employment with us. Vesting of
    these options will be accelerated if the executive becomes
    entitled to receive any severance benefits due to employment
    termination within the twelve month period after a change in
    control. 
 
  (8)
    
    Options to acquire units in the predecessor company were
    initially pledged to Mr. Tapia on September 18, 2006
    in connection with the commencement of his employment. Upon the
    adoption of the 2011 Omnibus 
 108




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##### Table of Contents



Incentive Plan on January 12, 2011, the company granted
    Mr. Tapia a fully vested non-qualified stock option award
    in recognition of past services. 
  (9)
    
    These restricted shares will vest on November 20, 2011,
    provided Mr. Ozmeral remains employed by the company
    through such date.(10)
    
    These restricted shares will vest upon the successful completion
    of the construction of the Louisiana Plant at or below cost by
    December 31, 2012, provided Mr. Ozmeral remains
    employed by the company through such date. 
  (11)
    
    These restricted shares shall vest in one-half increments on the
    second and third anniversary dates of March 1, 2010 so long
    as the executive remains employed by us. 
 
  (12)
    
    These restricted shares will vest upon the companys
    achievement of a targeted level of EBITDA with respect to
    operations of a specified division not later than
    December 31, 2013, provided Mr. Ozmeral remains
    employed by the company through such date. 
  STOCK
    VESTED IN FISCAL YEAR 2010
    Stock AwardsNumber of Shares

Value Realized onName and Principal Position

Acquired on Vesting(#)

Vesting($)(1)Stephen J. Gatto,






Chairman and Chief Executive OfficerRalph A. Tapia,






Executive Vice President and Chief Financial OfficerA. Cenan Ozmeral Ph.D.,


11,111
(2)

$
38,833Executive Vice President and Chief Operating OfficerSamuel G. McConnell,






Senior Vice President, Corporate DevelopmentRudy E. Fogleman, Jr.,






Vice President of Manufacturing, North America     (1)
    
    The value realized is calculated by multiplying the number of
    shares vested by $3.45, the per share value of our common stock
    determined by our board based on an analysis provided by an
    independent valuation firm.(2)
    
    This represents shares of stock that vested on November 20,
    2010.  PENSION
    BENEFITS
    NONQUALIFIED
    DEFERRED COMPENSATION
    POTENTIAL
    PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
   109




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##### Table of Contents



Employment Termination Due to Death, Disability, for Cause,
    or Without Good Reason. and/or
 
  
    unpaid base salary through the date of termination;
    any accrued vacation in accordance with company policy;
    reimbursement for any unreimbursed expenses incurred through the
    date of termination;
    accrued and vested benefits under a Section 401(k)
    plan; and
    all other benefits to which the executive may be entitled under
    the terms of any applicable compensation program or arrangement,
    equity or perquisite plan or program, including but not limited
    to any applicable insurance benefits. 
  Employment Termination Without Cause or for Good
    Reason. and/or
 
  
    the Accrued Amounts (as defined above); 
  
    a payment equal to the executives then-current annual base
    salary (or, in the case of Mr. Fogleman, 50% of his base
    salary), payable in a single lump sum on the 60th day following
    the date of his termination or, if required to comply with
    applicable tax laws, six months and a day following the date of
    his termination; and 
 
  
    a pro rata portion of his annual bonus for the performance year
    in which the executives termination occurs, payable at the
    time that annual bonuses are paid to other senior executives or,
    if required to comply with applicable tax laws, six months and a
    day following the date of his termination, (determined in each
    case by multiplying the executives target bonus by a
    fraction, the numerator of which is the number of days during
    the performance year of termination that the executive was
    employed by the company and the denominator of which is 365). 
  Qualifying Termination during the Protected
    Period. and/or
  
    the Accrued Amounts; 
  
    a payment equal to one-times the executives then-current
    annual base salary, payable in a single lump sum on the 60th day
    following the date of his termination or, if required to comply
    with applicable tax laws, six months and a day following the
    date of his termination; 
  
    all of the executives outstanding and unvested stock
    options and other equity awards shall become fully
    vested; and
    a pro rata portion of his annual bonus for the performance year
    in which the executives termination occurs, payable at the
    time that annual bonuses are paid to other senior executives
    (determined by multiplying the executives target bonus by
    a fraction, the numerator of which is the number of days during
    the performance year of termination that the executive was
    employed by the company and the denominator of which is 365).   110




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##### Table of Contents



i.
    The failure of the executive to perform any of his or her
    material duties to the company, including, without limitation, a
    breach of the companys code of conduct, conflict of
    interest or other material employment policies;  ii.
    Any act or omission to act by the executive (other than the
    executives resignation or retirement) that would
    reasonably be likely to have the effect of injuring the
    reputation, business or business relationships of the company;  iii.
    Acts of theft, embezzlement, fraud, dishonesty,
    misrepresentation or falsification of documents or records
    involving the company;  iv.
    A breach of the terms of the executives confidentiality
    agreement, or any other material agreement between the executive
    and the company, after giving effect to the notification
    provisions, if any, and the mechanisms to remedy or cure a
    breach, if appropriate, as described in any such agreement;  v.
    The executive is convicted of or takes a plea of nolo contendere
    for a felony or a crime involving moral turpitude; or  vi.
    Any act of fraud or embezzlement involving us or any of our
    affiliates.  30-day
    i.
    A material adverse change in the nature or scope of the
    executives responsibilities, authorities, powers,
    functions or duties;  ii.
    A material reduction in the executives base salary, except
    for
    across-the-board
    salary reductions similarly affecting all, or substantially all,
    similarly-situated employees; or 
  iii.
    The company requires the executive to relocate to a location
    outside of a 50 mile radius from Quincy, Massachusetts (or,
    in the case of Mr. Fogleman, to a location outside of a
    50-mile
    radius from the Louisiana Plant). 
 
   
 
   
 111




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##### Table of Contents



Post
    Termination Payment Table
 
   
  
 Termination Without Cause or for Good Reason

Termination Without Cause or for Any Reason Within One(1)
    Year Following A Change in ControlName

Salary

Bonus(1)

Total

Salary

Bonus

Equity Acceleration

TotalStephen J. Gatto

$
550,000


$
1,100,000


$
1,650,000


$
550,000


$
1,100,000


$
0


$
1,650,000Ralph A. Tapia

$
93,500


$
46,750


$
140,250


$
93,500


$
46,750


$
0


$
140,250A. Cenan Ozmeral  Ph.D.

$
300,000


$
150,000


$
450,000


$
300,000


$
150,000


$
284,432


$
734,432Samuel G. McConnell

$
206,000


$
103,000


$
309,000


$
206,000


$
103,000


$
0


$
309,000Rudy E. Fogleman(2)

$



$



$



$



$



$



$
  
    (1)
    
    Based on the target bonus percentages as in effect on
    December 31, 2010.(2)
    
    Mr. Fogleman did not have an employment agreement with us
    in 2010. 
  Assumptions Regarding Post Termination Payment
    Table.
 
   
  
    in determining estimated severance benefits, the salary for each
    executives year of employment termination equals his
    salary in effect on December 31, 2010, 
  
    stock options and restricted stock vested on December 31,
    2010, with respect to a executives termination of
    employment by us without cause or a termination by the executive
    for any reason within one (1) year of a change in control
    for each named executive officer, and 
  
    stock options and restricted shares that become vested due to an
    executives termination of employment by us without cause
    or a termination by the executive for any reason within one year
    of a change in control are valued in the tables above based on
    their intrinsic value on December 31, 2010 (i.e., the
    difference between the stocks fair market value and the
    exercise or purchase price, if any). 
 
  Amount Not Covered by Post Termination Payment
    Table.
 
 112




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##### Table of Contents



EMPLOYEE
    BENEFIT AND STOCK PLANS
 
  Myriant
    Technologies, Inc. 2011 Omnibus Incentive Plan
 
 
   
    Summary
    of plan terms
 
  Shares Subject to the 2011 Omnibus Incentive
    Plan.
 
  Form S-8 lock-up
  Plan Administration.
 
  and/or
 
  Eligibility.
 113




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##### Table of Contents



Types of Awards.
  Nonqualified Stock Options.
  Incentive Stock Options.
 
  Stock Appreciation Rights.
 
  Restricted Shares.
  Restricted Share Units.
  Performance Awards.
 
  and/or
 
  
    increasing the companys net sales; 114




---



##### Table of Contents




    achieving a target level of earnings (including gross earnings;
    earnings before certain deductions, such as interest, taxes,
    depreciation, or amortization; or earnings per share);
    achieving a target level of income (including net income or
    income before consideration of certain factors, such as
    overhead) or a target level of gross profits for the company, an
    affiliate, or a business unit;
    achieving a target return on the companys (or an
    affiliates) sales, revenues, capital, assets, or
    stockholders equity;
    maintaining or achieving a target level of appreciation in the
    price of the shares;
    increasing the companys (or an affiliates) market
    share to a specified target level;
    achieving or maintaining a share price that meets or exceeds the
    performance of specified stock market indices or other
    benchmarks over a specified period;
    achieving a level of share price, earnings, or income
    performance that meets or exceeds performance in comparable
    areas of peer companies over a specified period;
    achieving specified reductions in costs or targeted levels in
    costs;
    achieving specified improvements in collection of outstanding
    accounts or specified reductions in non-performing debts;
    achieving a level of cash flow;
    introducing one or more products into one or more new markets;
    acquiring a prescribed number of new customers in a line of
    business;
    achieving a prescribed level of productivity within a business
    unit;
    completing specified projects within or below the applicable
    budget;
    completing acquisitions of other businesses or integrating
    acquired businesses;
    expanding into other markets;
    scientific or regulatory achievements;
    implementation, completion or attainment of measurable
    objectives with respect to research, development, patents,
    inventions, products, projects or facilities and other key
    performance indicators; and
    similar objectives as may be determined by the compensation
    committee from time to time.   
  Other Forms of Equity Award.
 
  Forfeiture Provisions.
  Adjustments.
 115




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##### Table of Contents



split-up,
   
  Accelerated Vesting in Connection with a Change in
    Control.
 
  Amendment and Termination.
  Grant of
    Awards under the 2011 Omnibus Incentive Plan
    
 Share Reserve

Number of SharesShares originally authorized under the 2011 Omnibus Incentive
    Plan


939,130Total number of shares approved on May 27, 2011 for the
    2011 Plan


3,250,000Total number of equity awards granted January 12, 2011
    through June 24, 2011 under the 2011 Plan


2,712,762Total shares available for grant under the 2011 Plan on
    June 24, 2011


1,476,368
*  
   
  *
    
    The Board may annually increase the number of shares available
    under the 2011 Plan beginning in 2012 and ending in 2016 by up
    to the lesser of 5% of the outstanding shares of our stock as of
    the 30th day after completion of this offering or 2 million
    shares. 
 116




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##### Table of Contents



Federal
    Income Tax Consequences of 2011 Omnibus Incentive Plan
    Awards
    Nonqualified Stock Options.
  Incentive Stock Options.
  Stock Appreciation Rights.
  Restricted Shares.
      Restricted Share Units.
 117




---



##### Table of Contents



Other Equity-Based Awards.
    Cash Awards.
  Withholding.
  2011
    Employee stock purchase plan
 
  Background.
 
  Share reserve.
 
  Administration.
 
 
  Purchase rights.
 
 118




---



##### Table of Contents



Change in control.
  Confidentiality,
    non-competition, non-solicitation and inventions
    agreement
 
   
  Certain
    relationships and related party transactions
    
    the amounts involved exceeded or will exceed $120,000; and
    a director, executive officer, holder of more than 5% of our
    common stock or any member of their immediate family had or will
    have a direct or indirect material interest.  STOCK
    ISSUANCES
  Issuance
    of Class A common stock
 
   
  Number ofShares of

AggregateClass A

PurchaseInvestor

Common Stock

PricePTT Chemical International Private Limited(1)(2)(3)


11,214,953


$
60,000,000     (1)
    
    Puntip Oungpasuk is one of our directors and is the Executive
    Vice President of Strategy and International Affairs of PTT
    Chemical Public Company Limited. PTT Chemical Public Company
    Limited is the parent corporation of PTT Chemical International
    Private Limited.(2)
    
    Narongsak Jivakanun is one of our directors and is the chief
    executive officer of PTT Chemical International Private
    Limited. 119




---



##### Table of Contents



(3)
    
    Thitipong Jurapornsiridee is one of our directors and is the
    Vice President of Corporate Finance of PTT Chemical Public
    Company Limited. PTT Chemical Public Company Limited is the
    parent corporation of PTT Chemical International Private
    Limited.  Issuance
    of Class B common stock
    Number ofShares ofNumber of

Class B

Amount ofShares of

Common

DebtInvestor

Common Stock

Stock

ConvertedEntities affiliated with Plainfield Direct LLC(1)(2)


1,007,565



2,846,870


$
21,276,144Norwood LDK, LLC(3)


34,744



50,476


$
478,511Entities affiliated with Itera Ethanol LLC(4)


75,069



147,559


$
1,239,857     (1)
    
    Includes 1,007,565 shares of common stock held by
    Plainfield Finance II LLC and 2,846,870 shares of
    Class B common stock held by Plainfield Direct LLC.
    Subsequently, Plainfield Direct LLC transferred its shares of
    Class B common stock to Plainfield Finance II LLC.(2)
    
    Keith Carter is one of our directors and is a managing
    director of Plainfield Asset Management, which is the parent
    company of each of Plainfield Direct LLC and Plainfield
    Finance II LLC.(3)
    
    The managing member of Norwood LDK, LLC is Stephen J. Gatto,
    the chief executive officer of the company, and the other
    members of Norwood LDK, LLC are members of Mr. Gattos
    immediate family. At the time of the agreement, Stephen J. Gatto
    entered into such agreement personally, as Mr. Gatto
    provided a loan to Norwood LDK, LLC for the purchase of the
    securities described herein, which will be repaid by Norwood
    LDK, LLC, and the securities were immediately registered in the
    name of Norwood LDK, LLC.(4)
    
    Includes 28,673 shares of common stock held by Itera
    Ethanol, LLC, 46,396 shares of common stock and
    82,942 shares of Class B common stock held by Green
    Chem Holdings LLC and 64,617 shares of Class B common
    stock held by Green Chem Second Edition, LLC. Steven Sisselman
    is one of our directors and is an executive officer of each of
    Itera Ethanol, LLC Green Chem Holdings LLC and Green Chem Second
    Edition, LLC.  2010
    Bridge financing
     120




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##### Table of Contents



Shares ofCommon Stock

AggregateIssuable upon

Principalthe Exercise of

Amount of theInvestor

Warrants

Bridge NotesPlainfield Direct LLC(1)(2)


639,170


$
1,190,000Green Chem Second Edition LLC(3)(4)


182,620


$
340,000Norwood LDK, LLC(5)(6)


91,310


$
170,000     (1)
    
    Keith Carter is one of our directors and is a managing
    director of Plainfield Asset Management, which is the parent
    company of Plainfield Direct LLC.(2)
    
    Subsequently, Plainfield Direct LLC transferred its warrants
    to Plainfield Finance II LLC, and the warrants were
    exercised in April 2011 for an aggregate purchase price of
    $6,391.70.(3)
    
    Steven Sisselman is one of our directors and is an executive
    officer of Green Chem Second Edition LLC.(4)
    
    Green Chem Second Edition LLC exercised its warrants in March
    2011 for an aggregate purchase price of $1,826.20.(5)
    
    The managing member of Norwood LDK, LLC is Stephen J. Gatto,
    the chief executive officer of the company, and the other
    members of Norwood LDK, LLC are members of Mr. Gattos
    immediate family. At the time of the agreement, Stephen J. Gatto
    entered into such agreement personally, as Mr. Gatto
    provided a loan to Norwood LDK, LLC for the purchase of the
    securities described herein, which will be repaid by Norwood
    LDK, LLC, and the securities were immediately registered in the
    name of Norwood LDK, LLC.(6)
    
    Norwood LDK, LLC exercised its warrants in March 2011 for an
    aggregate purchase price of $913.10.  July
    2010 financing
      AggregatePrincipalAmount of theJuly 2010Investor

NotesPlainfield Direct LLC(1)

$
2,575,000Green Chem Holdings LLC(2)

$
300,000Norwood LDK, LLC(3)

$
125,000     (1)
    
    Keith Carter is one of our directors and is a managing
    director of Plainfield Asset Management, which is the parent
    company of Plainfield Direct LLC. 121




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##### Table of Contents



(2)
    
    Steven Sisselman is one of our directors and is an executive
    officer of Green Chem Second Edition, LLC.(3)
    
    The managing member of Norwood LDK, LLC is Stephen J. Gatto,
    the chief executive officer of the company, and the other
    members of Norwood LDK, LLC are members of Mr. Gattos
    immediate family. At the time of the agreement, Stephen J. Gatto
    entered into such agreement personally, as Mr. Gatto
    provided a loan to Norwood LDK, LLC for the purchase of the
    securities described herein, which will be repaid by Norwood
    LDK, LLC, and the securities were immediately registered in the
    name of Norwood LDK, LLC.  February
    2010 financing
          Shares of

AggregateCommon Stock

PrincipalIssuable upon

Amount of thethe Exercise of

FebruaryInvestor

Warrants

2010 NotesPlainfield Direct LLC(1)(2)


1,007,565


$
4,350,000Entities affiliated with Itera Ethanol, LLC(3)(4)


46,568


$
500,000Norwood LDK, LLC(5)(6)


34,744


$
150,000     (1)
    
    Keith Carter is one of our directors and is a Managing
    Director of Plainfield Asset Management, which is the parent
    company of Plainfield Direct LLC.(2)
    
    Subsequently, Plainfield Direct LLC transferred its warrants
    to Plainfield Finance II LLC, and the warrants were
    exercised in January 2011 pursuant to the Debt Conversion
    Agreement(3)
    
    Includes 22,818 warrants and a note in the principal amount
    of $350,000 held by Green Chem Holdings LLC and 23,750 warrants
    and a note in the principal amount of $150,000 held by Itera
    Ethanol, LLC. Steven Sisselman is one of our directors and is an
    executive officer of Green Chem Holdings LLC and Itera Ethanol,
    LLC. 122




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(4)
    
    Green Chem Holdings LLC exercised its warrants in January
    2011 pursuant to the Debt Conversion Agreement. Itera Ethanol,
    LLC exercised all but 1,922 of its warrants in January 2011
    pursuant to the Debt Conversion Agreement.(5)
    
    The managing member of Norwood LDK, LLC is Stephen J. Gatto,
    the chief executive officer of the company, and the other
    members of Norwood LDK, LLC are members of Mr. Gattos
    immediate family. At the time of the agreement, Stephen J. Gatto
    entered into such agreement personally, as Mr. Gatto
    provided a loan to Norwood LDK, LLC for the purchase of the
    securities described herein, which will be repaid by Norwood
    LDK, LLC, and the securities were immediately registered in the
    name of Norwood LDK, LLC.(6)
    
    The warrants issued hereunder were exercised in January 2011
    pursuant to the Debt Conversion Agreement.  November
    2009 financing
      AggregatePrincipalAmount of theNovember 2009Investor

NotesPlainfield Direct LLC(1)

$
2,000,000     (1)
    
    Keith Carter is one of our directors and is a Managing
    Director of Plainfield Asset Management, which is the parent
    company of Plainfield Direct LLC.  October
    2009 financing
      AggregatePrincipalAmount of theOctober 2009Investor

NotesPlainfield Direct LLC(1)

$
2,000,000     (1)
    
    Keith Carter is one of our directors and is a Managing
    Director of Plainfield Asset Management, which is the parent
    company of Plainfield Direct LLC. 123




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##### Table of Contents



Predecessor
    Notes
      AggregatePrincipalAmount of thePredecessorInvestor

NotesPlainfield Direct LLC(1)

$
5,500,000     (1)
    
    Keith Carter is one of our directors and is a Managing
    Director of Plainfield Asset Management, which is the parent
    company of Plainfield Direct LLC.  Acquisition
    of Myriant LP LLC
      Number ofShares ofInvestor

Common StockPlainfield Finance II LLC(1)


596,702Itera Ethanol LLC(2)


77,491Rudy E. Fogleman, Jr.


14,145     (1)
    
    Keith Carter is one of our directors and is a Managing
    Director of Plainfield Asset Management, which is the parent
    company of Plainfield Finance II LLC.(2)
    
    Steven Sisselman is one of our directors and is the Executive
    Vice President and Chief Operating Officer of Itera
    International Energy Corp. and Itera USA, Inc., which are each
    affiliated with Itera Ethanol LLC.  Warrant
    Issuance Agreement
   124




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Shares ofCommon StockIssuable uponthe Exercise ofInvestor

WarrantsPlainfield Finance II LLC(1)(2)


584,488Itera Ethanol LLC(3)(4)


92,203     (1)
    
    Keith Carter is one of our directors and is a Managing
    Director of Plainfield Asset Management, which is the parent
    company of Plainfield Finance II LLC.(2)
    
    In connection with the February 2010 Notes, the exercise
    price of the warrants issued hereunder was amended to $6.00 per
    share. In connection with the Debt Conversion Agreement
    described above, these warrants were exercised at an exercise
    price of $6.00 per share.(3)
    
    Steven Sisselman is one of our directors and is the Executive
    Vice President and Chief Operating Officer of Itera
    International Energy Corp. and Itera USA, Inc., which are each
    affiliated with Itera Ethanol LLC.(4)
    
    In connection with the February 2010 Notes, the exercise
    price of the warrants issued hereunder was amended to $6.00 per
    share. In connection with the Debt Conversion Agreement
    described above, all but 1,922 of the shares were issued to
    Itera Ethanol LLC at an exercise price of $6.00 per share.      Shares ofCommon StockIssuable uponthe Exercise ofInvestor

WarrantsPlainfield Finance II LLC(1)(2)


423,077     (1)
    
    Keith Carter is one of our directors and is a Managing
    Director of Plainfield Asset Management, which is the parent
    company of Plainfield Finance II LLC.(2)
    
    In connection with the February 2010 notes, the exercise
    price of the warrants issued hereunder was amended to $6.00 per
    share. In connection with the Debt Conversion Agreement
    described above, these warrants were exercised at an exercise
    price of $6.00 per share.  Contribution
    and Exchange Agreement
   125




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Number ofShares ofInvestor

Common StockNorwood LDK, LLC(1)


3,348,306Plainfield Finance II LLC(2)


1,027,891Itera Ethanol LLC(3)


404,397Rudy E. Fogleman, Jr.


29,371Joseph P. Glas


29,371Samuel G. McConnell


29,371     (1)
    
    Stephen J. Gatto is the managing member of Norwood LDK, LLC
    and he and his immediate family are the only members thereof.
    Mr. Gatto is also the chief executive officer of the
    company.(2)
    
    Keith Carter is one of our directors and is a Managing
    Director of Plainfield Asset Management, which is the parent
    company of Plainfield Finance II LLC.(3)
    
    Steven Sisselman is one of our directors and is the Executive
    Vice President and Chief Operating Officer of Itera
    International Energy Corp. and Itera USA, Inc., which are each
    affiliated with Itera Ethanol LLC. 
  MANAGEMENT
    SERVICE AGREEMENT
 
 
  (day-to-day
 
 
   
 
   
 
   
  ARRO
    BUILDING SERVICES AND STEVEN G. MACK
   126




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CLEAR
    CREEK CAPITAL AND NEAL ROY
    JEFFREY
    GATTO CONSULTING AGREEMENT
    OTHER
    TRANSACTIONS
        POLICIES
    AND PROCEDURES FOR RELATED PARTY TRANSACTIONS
  Regulation S-K
 127




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Principal
    stockholders    
    each person, or group of affiliated persons, known to us to be
    the beneficial owner of more than 5% of our common stock;
    each named executive officer and each director; and
    all of our executive officers and directors as a group.  c/o Myriant
      
 Number of Shares

Percentage of SharesBeneficially Owned

Beneficially OwnedPrior to the

After the

Prior to the

After theName and Address of Beneficial Owner

Offering

Offering

Offering

Offering5% Stockholders:PTT Chemical International Private Limited(1)


11,214,953







47.9
%Entities affiliated with Plainfield(2)


6,351,240







26.4
%Norwood LDK, LLC(3)


3,241,569







13.9
%Named executive officers and directors:Stephen J. Gatto(4)


3,411,229







14.5
%A. Cenan Ozmeral(5)


155,718







*Ralph A. Tapia(6)


25,389







*Samuel McConnell(7)


61,910







*Rudy E. Fogleman, Jr.(8)


64,290







*Puntip Oungpasuk(9)










Narongsak Jivakanun(10)










Thitipong Jurapornsiridee(9)










Steven Sisselman(11)


851,784







3.6
%Keith Carter(12)










All executive officers and directors as a group
    (12 persons)(13)


4,688,393







20.0
%  
    *
    
    Represents beneficial ownership of less than 1% of the
    outstanding shares of our common stock.(1)
    
    The address for PTT Chemical International Private Limited is
    391B Orchard Road, #15-05/08, Ngee Ann City Tower B, Singapore
    238874. 128




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##### Table of Contents



(2)
    
    Includes 3,504,370 shares held by Plainfield
    Finance II LLC and 2,846,870 shares held by Plainfield
    Direct LLC. The address for each entity is
    c/o Plainfield
    Asset Management LLC, 333 Ludlow Street, Stamford, CT 06902.
    Includes 639,170 shares held by Plainfield Finance II
    LLC issued upon the exercise of its common stock warrants on
    April 12, 2011.(3)
    
    Stephen J. Gatto is the managing member of Norwood LDK, LLC
    and the chief executive officer of the company.(4)
    
    Includes 3,241,569 shares held by Norwood LDK, LLC, of
    which Stephen J. Gatto is the managing member and he and his
    immediate family are the sole members and he has the ability to
    direct the disposition and voting of such shares and includes
    169,660 shares issuable pursuant to the exercise of an
    option to purchase common stock.(5)
    
    Includes 114,666 shares, of which 82,444 are currently
    subject to a right of forfeiture, and includes
    41,052 shares issuable pursuant to the exercise of an
    option to purchase common stock.(6)
    
    Includes 25,389 shares issuable pursuant to the exercise
    of an option to purchase common stock.(7)
    
    Includes 17,853 shares issuable pursuant to the exercise
    of an option to purchase common stock.(8)
    
    Includes 20,233 shares issuable pursuant to the exercise
    of an option to purchase common stock.(9)
    
    Excludes 11,214,953 shares beneficially owned by PTT
    Chemical International Private Limited. Ms. Oungpasuk and
    Mr. Jurapornsiridee are employed by PTT Chemical Public
    Company Limited or its affiliates and do not have any voting or
    dispositive power with respect to such shares.
    Ms. Oungpasuk serves as a director of PTT Chemical
    International Private Limited.(10)
    
    Excludes 11,214,953 shares beneficially owned by PTT
    Chemical International Private Limited. Mr. Jivakanun is
    the chief executive officer of PTT Chemical International
    Private Limited, however the voting and dispositive power of the
    shares held by PTT Chemical International Private Limited is
    held by its board of directors. Mr. Jivakanun is not a
    member of the board of directors of PTT Chemical International
    Private Limited.(11)
    
    Includes 373,784 shares beneficially owned by Itera
    Ethanol LLC, which includes 1,922 shares issuable pursuant
    to the exercise of a warrant at an exercise price of $6.00 per
    share, 230,762 shares beneficially owned by Green Chem
    Holdings, LLC and 247,238 shares beneficially owned by
    Green Chem Second Edition LLC. Mr. Sisselman is the
    president of each of Itera Ethanol, LLC, Green Chem Holdings,
    LLC and Green Chem Second Edition LLC and has the ability to
    direct the voting or disposition of such shares.(12)
    
    Excludes 3,504,370 shares beneficially owned by
    Plainfield Finance II LLC and 2,846,870 shares
    beneficially owned by Plainfield Direct LLC. Mr. Carter is
    a Managing Director of Plainfield Asset Management, which is the
    parent company of each of Plainfield Direct LLC and Plainfield
    Finance II LLC, however Mr. Carter does not have any
    voting or disposition power with respect to such shares.(13)
    
    See footnotes 3 through 8 and 11. Also includes
    44,057 shares and 8,210 shares issuable pursuant to
    the exercise of an option to purchase common stock held by
    Joseph P. Glas and 109,047 shares (of which 75,000 are
    currently subject to a right of forfeiture) held by Jeffrey
    Gatto. 129




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Description
    of capital stock  GENERAL
   
   
 
  
    23,580,169 shares of our common stock held by approximately
    40 stockholders (assuming the conversion of all of our
    Class A common stock and Class B common stock into an
    aggregate of 14,259,858 shares of our common stock upon the
    completion of this offering); 
 
  
    506,250 shares issuable under the restricted stock units
    granted subject to vesting conditions under the 2011 Omnibus
    Incentive Plan; 
 
  
    1,162,043 shares of our common stock issuable upon exercise
    of outstanding stock options; and 
  
    166,021 shares of our common stock issuable upon exercise
    of outstanding warrants.    COMMON
    STOCK
  Dividends
    Voting
    rights
    Liquidation
    Rights
    and preferences
   130




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PREFERRED
    STOCK
    WARRANTS
 
   
      Maximum

ExerciseNumber of

Price per

ExpirationClass of Stock

Shares

Share ($)

DateCommon


17,134


$
6.00


August 15, 2015Common


89,656


$
10.00


August 15, 2015Common


59,231


$
13.00


September 14, 2014  131




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REGISTRATION
    RIGHTS
      Demand
    registration
    12-month
  Piggyback
    registration
      Form S-3
    registration
  Form S-3, Form S-3,
  12-month Form S-3 Form S-3
 132




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Transferability
    Expenses
  Form S-3
  ANTI-TAKEOVER
    PROVISIONS
  Second
    amended and restated certificate of incorporation and bylaws to
    be in effect upon the completion of this offering
    2 3 2 3
   133




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##### Table of Contents



Section 203
    of the Delaware General Corporation Law
    
    before such date, the board of directors of the corporation
    approved either the business combination or the transaction that
    resulted in the stockholder becoming an interested holder;
    upon completion of the transaction that resulted in the
    stockholder becoming an interested stockholder, the interested
    stockholder owned at least 85% of the voting stock of the
    corporation outstanding at the time the transaction began,
    excluding for purposes of determining the voting stock
    outstanding (but not the outstanding voting stock owned by the
    interested stockholder) those shares owned (i) by persons
    who are directors and also officers and (ii) employee stock
    plans in which employee participants do not have the right to
    determine confidentially whether shares held subject to the plan
    will be tendered in a tender or exchange offer; or
    on or after such date, the business combination is approved by
    the board of directors and authorized at an annual or special
    meeting of the stockholders, and not by written consent, by the
    affirmative vote of at least
    662/3%
    of the outstanding voting stock that is not owned by the
    interested stockholder.    
    any merger or consolidation involving the corporation and the
    interested stockholder;
    any sale, transfer, pledge or other disposition of 10% or more
    of the assets of the corporation involving the interested
    stockholder;
    subject to certain exceptions, any transaction that results in
    the issuance or transfer by the corporation of any stock of the
    corporation to the interested stockholder;
    any transaction involving the corporation that has the effect of
    increasing the proportionate share of the stock or any class or
    series of the corporation beneficially owned by the interested
    stockholder; or
    the receipt by the interested stockholder of the benefit of any
    loss, advances, guarantees, pledges or other financial benefits
    by or through the corporation.    LIMITATIONS
    OF LIABILITY AND INDEMNIFICATION MATTERS
    
    any breach of the directors duty of loyalty to us or to
    our stockholders;
    acts or omissions not in good faith or that involve intentional
    misconduct or a knowing violation of law;
    unlawful payment of dividends or unlawful stock repurchases or
    redemptions; and
    any transaction from which the director derived an improper
    personal benefit.   134




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THE
    NASDAQ GLOBAL MARKET LISTING
    TRANSFER
    AGENT AND REGISTRAR
   135




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Shares
    eligible for future sale    lock-up lock-up
  RULE 144
    
    1% of the number of shares of common stock then
    outstanding,           shares
    immediately after this offering
    (or           shares
    if the underwriters option to purchase additional shares
    is exercised in full); or
    the average weekly trading volume of our common stock on The
    Nasdaq Global Market during the four calendar weeks immediately
    preceding the date on which the notice of sale is filed with the
    SEC.    RULE 701
  lock-up
 136




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LOCK-UP
    AGREEMENTS
 
   
  180-day
  
    during the last 15 calendar days plus three business days of the
    180-day
    restricted period we issue an earnings release or material news
    or a material event relating to us occurs; or
    prior to the expiration of the
    180-day
    restricted period, we announce that we will release earnings
    results during the
    16-day
    period beginning on the last day of the
    180-day
    period,      STOCK
    PLANS
  Form S-8 lock-up
 137




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##### Table of Contents



Material
    United States federal income and estate tax consequences to
    non-U.S.
    holders  non-U.S. holders
 
  non-U.S. holders
  
    U.S. expatriates or former long-term residents of the U.S.;
    partnerships and their partners;
    real estate investment trusts;
    regulated investment companies;
    controlled foreign corporations;
    passive foreign investment companies;
    banks, insurance companies, or other financial institutions;
    brokers, dealers, or traders in securities, commodities or
    currencies;
    tax-exempt organizations;
    retirement plans;
    persons subject to the alternative minimum tax;
    persons holding our common stock as part of a straddle, hedge,
    conversion transaction, constructive sale, or other integrated
    transaction; or
    persons who have acquired our common stock as compensation or
    otherwise in connection with the performance of services.  PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS
    REGARDING THE PARTICULAR UNITED STATES FEDERAL INCOME AND ESTATE
    TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF
    OUR COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER
    ANY STATE, LOCAL OR FOREIGN TAX LAWS AND ANY OTHER UNITED STATES
    FEDERAL TAX LAWS.
 138




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DEFINITION
    OF NON-U.S.
    HOLDER
  non-U.S. holder
  
    an individual citizen or resident of the U.S.;
    a corporation (or other entity treated as a corporation for
    U.S. federal tax purposes) created or organized under the
    laws of the U.S., any state thereof or the District of Columbia;
    an estate the income of which is subject to U.S. federal
    income tax regardless of its source; or
    a trust (i) the administration of which is subject to the
    primary supervision of a U.S. court and all substantial
    decisions of which are controlled by one or more
    U.S. persons or (ii) that has a valid election in
    effect under applicable Treasury Regulations to be treated as a
    U.S. person.    DISTRIBUTIONS
    ON OUR COMMON STOCK
  non-U.S. holders
  non-U.S. holder non-U.S. holder Form W-8BEN
  non-U.S. holder non-U.S. holder non-U.S. holder Form W-8ECI
  non-U.S. holders non-U.S. holder Non-U.S. holders
  non-U.S. holder Non-U.S. holders
 139




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Non-U.S. holders
  GAIN ON
    DISPOSITION OF OUR COMMON STOCK
  non-U.S. holder
  
    the gain is effectively connected with the
    non-U.S. holders
    conduct of a trade or business in the U.S. and, in the case
    of a
    non-U.S. holder
    otherwise eligible for the benefits of an applicable income tax
    treaty, attributable to a permanent establishment maintained by
    the
    non-U.S. holder
    in the U.S.;
    the
    non-U.S. holder
    is an individual present in the U.S. for 183 days or
    more during the taxable year of the disposition, and certain
    other requirements are met; or
    our common stock constitutes a U.S. real property
    interest by reason of our status as a U.S. real
    property holding corporation, or USRPHC, for U.S. federal
    income tax purposes at any time within the shorter of
    (i) the five-year period ending on the date of the
    disposition or (ii) the
    non-U.S. holders
    holding period for our common stock. We will be a USRPHC if the
    fair market value of our U.S. real property interests
    equals or exceeds 50% of the fair market value of our
    (A) U.S. real property interests, (B) foreign
    real property interests, and (C) other assets which are
    used or held for use in a trade or business.  non-U.S. holders
    non-U.S. holder non-U.S. holder
  Non-U.S. holders
  FEDERAL
    ESTATE TAX
    INFORMATION
    REPORTING AND BACKUP WITHHOLDING
  non-U.S. holder
 140




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non-U.S. holder
  non-U.S. holder U.S.-related non-U.S. holder non-U.S. status, Form W-8BEN Form W-8ECI,
  non-U.S. holders Non-U.S. holders
  RECENT
    LEGISLATIVE DEVELOPMENTS
  non-U.S. entities non-U.S. entity Non-U.S. holders
 141




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Underwriting   
  Underwriters

Number of SharesUBS Securities LLCJ.P. Morgan Securities LLCCitigroup Global Markets Inc.Piper Jaffray & Co.Morgan Joseph TriArtisan LLCTotal       
    receipt and acceptance of our common stock by the
    underwriters; and
    the underwriters right to reject orders in whole or in
    part.   
   
  OVER-ALLOTMENT
    OPTION
    COMMISSIONS
    AND DISCOUNTS
   142




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No Exercise


Full ExercisePer share

$



$Total

$



$     NO SALES
    OF SIMILAR SECURITIES
  lock-up lock-up
    
    the issuance by us of shares of common stock upon the exercise
    of options or warrants disclosed as outstanding in this
    prospectus;
    the issuance to employees or directors of restricted stock
    grants not vesting during, or stock options not exercisable
    during, the
    lock-up
    period pursuant to stock plans described in this prospectus;
    the filing of registration statements on
    Form S-8
    relating to shares of our common stock that may be issued
    pursuant to stock plans described in this prospectus; and 
  
    the issuance by us of up to 10% of the number of shares of
    common stock outstanding immediately after the completion of
    this offering in connection with any acquisition or strategic
    investment, provided that the recipient of these shares executes
    a lock-up agreement for the remainder of the lock-up period. 
    
    a bona fide gift or gifts, or transfers made to a former spouse
    pursuant to a qualified domestic relations order, provided that
    the recipient thereof executes a
    lock-up
    agreement for the remainder of the
    lock-up
    period;
    a disposition to any trust for the direct or indirect benefit of
    the holder
    and/or the
    holders immediate family, provided, that (i) the
    disposition does not involve a disposition for value and
    (ii) the trust executes a
    lock-up
    agreement for the remainder of the
    lock-up
    period;
    in the case of a corporation, limited liability company or
    partnership, a transfer to a wholly-owned subsidiary thereof, or
    to the direct or indirect stockholders, members or partners or
    other affiliates thereof; provided, that (i) the transfer
    does not involve a disposition for value, (ii) the
    transferee executes a
    lock-up
    agreement for the remainder of the
    lock-up
    period, and (iii) no filing pursuant to Section 16 of
    the Exchange Act is required nor will such a filing be made as a
    result of the transfer; 143




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##### Table of Contents




    transfers that occur by will or other testamentary document or
    by the rules of intestate succession upon the death of a
    locked-up
    party, provided that no filing pursuant to Section 16 of
    the Exchange Act is required or will be made as a result of the
    transfer; and
    the disposition of shares of common stock acquired in open
    market transactions after the offering; provided that no filing
    pursuant to Section 16 of the Exchange Act is required or
    will be made as a result of the disposition.  INDEMNIFICATION
    NASDAQ
    GLOBAL MARKET QUOTATION
 
   
  PRICE
    STABILIZATION, SHORT POSITIONS
    
    stabilizing transactions;
    short sales;
    purchases to cover positions created by short sales;
    imposition of penalty bids; and
    syndicate covering transactions.          over-the-counter
 144




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DETERMINATION
    OF OFFERING PRICE
 
   
 
  
    the information set forth in this prospectus and otherwise
    available to the representatives; 
  
    our history and prospects and the history and prospects for the
    industry in which we compete;
    our past and present financial performance and an assessment of
    our management;
    our prospects for future earnings and the present state of our
    development; 
  
    the general condition of the securities markets at the time of
    this offering; 
  
    the recent market prices of, and demand for, publicly traded
    common stock of generally comparable companies; and
    other factors deemed relevant by the underwriters and us.  AFFILIATIONS
  and/or and/or and/or
  DIRECTED
    SHARE PROGRAM
   145




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NOTICE TO
    INVESTORS
  Notice
    to prospective investors in European Economic Area
    
    to any legal entity which is a qualified investor as defined in
    the Prospectus Directive;
    by the Managers to fewer than 100, or, if the Relevant Member
    State has implemented the relevant provisions of the 2010 PD
    Amending Directive, 150, natural or legal persons (other than
    qualified investors as defined in the Prospectus Directive), as
    permitted under the Prospectus Directive, subject to obtaining
    the prior consent of the Bookrunners for any such offer; or
    in any other circumstances falling within Article 3(2) of
    the Prospectus Directive.          Notice
    to prospective investors in Australia
       146




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Notice
    to prospective investors in Hong Kong
    Notice
    to prospective investors in Japan
    Notice
    to prospective investors in Singapore
       147




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Notice
    to prospective investors in Switzerland
  and/or
  Notice
    to prospective investors in United Kingdom
   148




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Legal
    matters   Experts   Where you
    can find additional information  Form S-1 1-800-SEC-0330 http://www.sec.gov.
  Form 10-K, Form 10-Q, Form 8-K
 149




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##### Table of Contents



Index to
    Myriant Corporation and Predecessor Company Consolidated
    Financial Statements Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    March 31, 2011 (unaudited), December 31, 2010 and
    December 31, 2009


F-3Consolidated Statement of Operations for the
    three months ended March 31, 2011 and 2010 (unaudited), the
    year ended December 31, 2010 and the periods from
    July 16, 2009 (Inception) to December 31, 2009 and
    March 31, 2011 (unaudited) and Predecessor Company
    Statement of Operations for the period from January 1, 2009
    to July 15, 2009 and for the year ended December 31,
    2008


F-4Consolidated Statements of Changes in
    Stockholders and Members Equity (Deficit) for the
    three months ended March 31, 2011 and 2010 (unaudited), the
    year ended December 31, 2010 and the periods from
    July 16, 2009 (Inception) to December 31, 2009 and
    March 31, 2011 (unaudited) and Predecessor Company
    Statement of Changes in Stockholders and Members
    Equity (Deficit) for the period from January 1, 2009 to
    July 15, 2009 and for the year ended December 31,
    2008


F-5Consolidated Statements of Cash Flows for the
    three months ended March 31, 2011 and 2010 (unaudited), the
    year ended December 31, 2010 and the periods from
    July 16, 2009 (Inception) to December 31, 2009 and
    Predecessor Company Statement of Cash Flows for the period from
    January 1, 2009 to July 15, 2009 and for the year
    ended December 31, 2008


F-6Notes to Consolidated Financial
    Statements


F-7  F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm              ASC 814-40,
      F-2




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage
    Enterprise)
  CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,


December 31,2011


2010


2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
35,112,448


$
564,147


$
1,044,822Accounts receivable






244,504



221,576Government award receivable


478,960



1,458,518



Due from related parties


30,412



87,439



540,398Prepaid expenses


197,631



319,916



379,806Total current assets


35,819,451



2,674,524



2,186,602Debt issuance costs






13,750



44,197Due from related parties










575,790Restricted cash


15,580,259



374,050



422,959Property and equipment, net


9,734,725



9,388,613



9,940,392Total assets

$
61,134,435


$
12,450,937


$
13,169,940LIABILITIES AND STOCKHOLDERS AND MEMBERS EQUITY
    (DEFICIT)Current liabilities:Accounts payable

$
337,924


$
3,917,532


$
435,863Accrued liabilities


3,496,131



3,782,706



1,981,357Current portion of secured convertible notes-related party






1,458,333



250,000Note payable










1,677,994Total current liabilities


3,834,055



9,158,571



4,345,214Deferred rent


133,137



155,132



153,655Secured convertible notes-related party, net of current portion






19,388,386



9,874,528Warrant liability


2,199,585



3,289,625



2,640,435Total liabilities


6,166,777



31,991,714



17,013,832Commitments and contingenciesStockholders and members equity (deficit)Class A common stock, $.0001 par value per share;
    11,214,953, 0 and 0 shares authorized, issued and
    outstanding at March 31, 2011, December 31, 2010 and
    December 31, 2009, respectively. Aggregate liquidation
    preference of $61,025,753 at March 31, 2011 (unaudited)


1,121







Class B common stock, $.0001 par value per share;
    3,044,905, 0 and 0 shares authorized, issued and
    outstanding at March 31, 2011, December 31, 2010 and
    December 31, 2009, respectively. Aggregate liquidation
    preference of $16,290,242 at March 31, 2011 (unaudited)


304







Common stock, $.0001 par value per share; 30,000,000, 0 and
    0 shares authorized at March 31, 2011,
    December 31, 2010 and December 31, 2009, respectively;
    8,494,650 (unaudited), 0 and 0 shares issued and
    outstanding at March 31, 2011, December 31, 2010 and
    December 31, 2009, respectively


849







Members equity






5,729,332



5,203,388Additional paid in capital


72,459,301







Accumulated deficit


(17,493,917
)


(25,270,109
)


(9,047,280
)Total stockholders and members equity (deficit)


54,967,658



(19,540,777
)


(3,843,892
)Total liabilities and stockholders and members
    equity (deficit)

$
61,134,435


$
12,450,937


$
13,169,940  F-3




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 For the
    Three Months Ended March 31, 2011 and 2010 (Unaudited),
    Year Ended December 31, 2010 and Periods from July 16,
    2009 (Inception) to December 31, 2009 and March 31,
    2011 (Unaudited) Predecessor Company Statement of Operations for
    the Period January 1, 2009 to July 15, 2009 and 
    For the Year Ended December 31, 2008
  
 Myriant Corporation


BioEnergy International, LLC (Predecessor Company)For thePeriod from


For theJuly 16, 2009


Period fromThree Months Ended





(Inception) to


July 16, 2009


Period fromMarch 31,


December 31,


December 31,


(Inception) to


January 1 to


December 31,2011


2010


2010


2009


March 31, 2011


July 15, 2009


2008(Unaudited)


(Unaudited)








(Unaudited)License fee revenue

$



$



$
258,240


$
221,711


$
479,951


$
71,833


$
344,860Management fee revenue-related party


2,519



600,166



3,557,575







3,560,094



267,318



262,212Development fee revenue-related party


























3,125,714Government awards






1,516,323



10,419,043







10,419,043







Total revenues


2,519



2,116,489



14,234,858



221,711



14,459,088



339,151



3,732,786Cost of license fee revenue










84,600



73,859



158,459



22,373



110,020Research and development


1,883,603



2,552,100



15,904,717



2,793,085



20,581,405



3,770,721



4,679,935Project development


























2,179,965General and administrative expense


3,034,498



2,806,285



12,673,247



4,979,186



20,686,931



5,438,073



5,699,186Total operating expenses


4,918,101



5,358,385



28,662,564



7,846,130



41,426,795



9,231,167



12,669,106Operating loss


(4,915,582
)


(3,241,896
)


(14,427,706
)


(7,624,419
)


(26,967,707
)


(8,892,016
)


(8,936,320
)Interest income


6,328



84,844



87,611



8,051



101,990



5,385



60,222Interest expense


(12,606,762
)


(628,386
)


(4,470,478
)


(915,804
)


(17,993,044
)


(1,352,767
)


(1,636,062
)Gain (loss) on foreign currency exchange


11,638



(3,853
)


(5,235
)






6,403



(21,721
)


Miscellaneous income


8,000















8,000







Changes in fair value of warrant liability


2,461



(823,582
)


2,592,979



(515,108
)


2,080,332



2,092,643



Other income (expense), net


(12,578,335
)


(1,370,977
)


(1,795,123
)


(1,422,861
)


(15,796,319
)


723,540



(1,575,840
)Net loss


(17,493,917
)


(4,612,873
)


(16,222,829
)


(9,047,280
)


(42,764,026
)


(8,168,476
)


(10,512,160
)Dividend on Class A common stock


(1,025,753
)














(1,025,753
)






Net loss attributable to common stockholders

$
(18,519,670
)

$
(4,612,873
)

$
(16,222,829
)

$
(9,047,280
)

$
(43,789,779
)

$
(8,168,476
)

$
(10,512,160
)Net loss per unit/share attributable to common
    stockholders-basic and diluted:

$
(2.29
)

$
(0.66
)

$
(2.31
)

$
(1.30
)

$
(6.12
)

$
(1.55
)

$
(2.14
)Weighted average number of units outstanding- basic and diluted


8,092,943



6,982,215



7,009,251



6,953,079



7,150,339



5,285,807



4,918,668  
 F-4




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  CONSOLIDATED STATEMENTS OF CHANGES IN
    STOCKHOLDERS AND
 MEMBERS
    EQUITY (DEFICIT)
 For the
    Three Months Ended March 31, 2011 (Unaudited), Year Ended
    December 31, 2010 and the Periods from July 16, 2009
    (Inception) to December 31, 2009 and March 31, 2011
    (Unaudited) and Predecessor Company Statement of Changes in
    Stockholders and Members Deficit for the Period from
    January 1, 2009 to July 15, 2009 and for the Year
    Ended December 31, 2008
  TotalClass A


Class B














Additional





StockholdersCommon Stock


Common Stock


Common Stock





Members


Paid In


Accumulated


and MembersShares


Amount


Shares


Amount


Shares


Amount


Units


Equity


Capital


Deficit


Equity (Deficit)Predecessor CompanyBalance, December 31, 2007





$







$







$




4,918,668


$
13,557,045


$



$
(11,787,060
)

$
1,769,985Warrants issued in connection with issuance of secured
    convertible notes-related party






























403,846











403,846Net loss






































(10,512,160
)


(10,512,160
)Balance,December 31, 2008


























4,918,668



13,960,891







(22,299,220
)


(8,338,329
)Adoption of warrant liability accounting standard






























(3,941,845
)










(3,941,845
)Warrants exercised, net of issuance costs


























950,000



9,455,000











9,455,000Issuance of member units


























48,198



279,920











279,920Capital distribution






























(77,343
)










(77,343
)Biochemicals transfer to Myriant






























2,386,660











2,386,660Net loss






































(8,168,476
)


(8,168,476
)Ending balance, July 15, 2009





$







$







$




5,916,866


$
22,063,283


$



$
(30,467,696
)

$
(8,404,413
)Successor CompanyBeginning balance, July 16, 2009





$







$







$







$



$



$



$
Contribution of Biochemicals business


























5,916,866



(2,386,660
)










(2,386,660
)Contribution of Myriant Lake Providence


























1,000,001



7,382,455











7,382,455Issuance of membership units


























65,147



207,593











207,593Net loss






































(9,047,280
)


(9,047,280
)Balance, December 31, 2009


























6,982,014



5,203,388







(9,047,280
)


(3,843,892
)Issuance of membership units


























57,399



525,944











525,944Net loss






































(16,222,829
)


(16,222,829
)Balance, December 31, 2010


























7,039,413



5,729,332







(25,270,109
)


(19,540,777
)Conversion of Myriant Technologies, LLC into C corporation


















7,039,413



704



(7,039,413
)


(5,729,332
)


(19,541,481
)


25,270,109



Beneficial conversion feature-senior secured notes


































10,445,199







10,445,199Conversion of senior secured notes, accrued interest and
    exercise of warrants to equity










3,044,905



304



1,117,378



112











23,139,354







23,139,770Issuance of Class A common stock


11,214,953



1,121



























59,998,879







60,000,000Stock issuance costs


































(2,907,953
)






(2,907,953
)Exercise of $.01 common stock warrants


















273,930



27











945,033







945,060Stock-based compensation


















63,929



6











380,270







380,276Net loss






































(17,493,917
)


(17,493,917
)Balance, March 31, 2011 (unaudited)


11,214,953


$
1,121



3,044,905


$
304



8,494,650


$
849






$



$
72,459,301


$
(17,493,917
)

$
54,967,658  F-5




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS
 For the
    Three Months Ended March 31, 2011 and 2010 (Unaudited),
    Year Ended December 31, 2010 and Periods from July 16,
    2009 (Inception) to December 31, 2009 and March 31,
    2011 (Unaudited) Predecessor Company Statement of Cash Flows for
    the Period January 1, 2009 to July 15, 2009 and 
    For the Year Ended December 31, 2008
  
 BioEnergy International, LLCMyriant Corporation


(Predecessor Company)For the


For thePeriod from


Period fromJuly 16, 2009


July 16, 2009


Period fromThree Months Ended





(Inception) to


(Inception) to


January 1 toMarch 31,


December 31,


December 31,


March 31,


July 15,


December 31,2011


2010


2010


2009


2011


2009


2008(unaudited)


(unaudited)








(unaudited)Cash flows from operating activities:Net loss

$
(17,493,917
)

$
(4,612,873
)

$
(16,222,829
)

$
(9,047,280
)

$
(42,764,026
)

$
(8,168,476
)

$
(10,512,160
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation


236,972



221,281



973,858



422,014



1,632,844



418,970



478,429Non-cash interest expense


12,606,762



610,515



4,433,409



894,574



17,934,745



1,352,767



1,636,062Stock-based compensation


470,275



150,114



525,944



207,593



1,203,812



279,920



Changes in fair value of warrant liability


(2,461
)


823,582



(2,592,979
)


515,108



(2,080,332
)


(2,092,643
)


Changes in operating assets and liabilities:Accounts receivable


244,504



221,576



(22,928
)


(213,681
)


7,895



223,334



75,662Government award receivable


979,558



(1,516,323
)


(1,458,518
)






(478,960
)






Prepaid expenses


122,285



133,900



59,890



(147,198
)


34,977



221,543



592,488Accounts payable


(3,579,608
)


165,365



3,481,669



434,863



336,924



(569,955
)


393,734Accrued liabilities


(376,594
)


543,615



1,786,911



741,103



2,151,420



112,124



200,011Deferred rent


(21,995
)


(74,685
)


1,477



(137,561
)


(158,079
)


(13,997
)


129,761Net cash used in operating activities


(6,814,219
)


(3,333,933
)


(9,034,096
)


(6,330,465
)


(22,178,780
)


(8,236,413
)


(7,006,013
)Cash flows from investing activities:Purchase of property and equipment


(1,062,044
)


(93,722
)


(422,079
)


(324,395
)


(1,808,518
)


(308,237
)


(2,787,313
)Government Award


478,960















478,960







Restricted cash


(15,206,209
)


50,406



48,909



(53,610
)


(15,210,910
)


(53,352
)


(16,972
)Cash transferred in biochemicals business to Myriant














2,577,925



2,577,925



(2,549,000
)


Acquisition of property and equipment


























(200,000
)Net cash provided by (used in) investing activities


(15,789,293
)


(43,316
)


(373,170
)


2,199,920



(13,962,543
)


(2,910,589
)


(3,004,285
)Cash flows from financing activities:Payments of debt issuance costs






(25,000
)


(102,158
)


(56,750
)


(158,908
)


(12,600
)


(236,960
)Warrant exercise proceeds


2,739















2,739



9,500,000



Warrant exercise issuance cost






















(45,000
)


Capital distribution






















(77,343
)


Issuance of Class A common stock


60,000,000















60,000,000







Payment of stock issuance costs


(2,907,953
)














(2,907,953
)






Repayments of (advances to) due from related parties


57,027



(364,097
)


1,028,749



(467,883
)


617,893



(269,538
)


(229,986
)Issuance of senior convertible notes






5,000,000



9,700,000



4,000,000



13,700,000



1,750,000



3,750,000Issuance (repayment) of note payable






(1,700,000
)


(1,700,000
)


1,700,000











Net cash provided by financing activities


57,151,813



2,910,903



8,926,591



5,175,367



71,253,771



10,845,519



3,283,054Net increase (decrease) in cash and cash equivalents


34,548,301



(466,346
)


(480,675
)


1,044,822



35,112,448



(301,483
)


(6,727,244
)Cash and cash equivalents, beginning of period


564,147



1,044,822



1,044,822











308,841



7,036,085Cash and cash equivalents, end of period

$
35,112,448


$
578,476


$
564,147


$
1,044,822


$
35,112,448


$
7,358


$
308,841Supplemental disclosure of cash flow information:Interest paid

$



$
17,871


$
32,309


$
34,000


$
66,309


$



$
Non-cash transactions:Warrants issued in connection with issuance of secured
    convertible notesrelated party

$



$
101,105


$
3,242,169


$
87,662


$
3,329,831


$
188,463


$
403,846Contribution of Myriant Lake Providence

$



$



$



$
7,382,455


$
7,382,455


$



$
Contribution of biochemicals business

$



$



$



$
(2,386,660
)

$
(2,386,660
)

$
2,386,660


$
Conversion of secured convertible notes-related party plus
    accrued interest into Class B common stock and exercise of
    common stock warrants

$
23,139,770


$



$



$



$
23,139,770


$



$
Exercise of $.01 warrants

$
942,321


$



$



$



$
942,321


$



$
Restricted stock reserved for issuance

$
90,000


$



$



$



$
90,000


$



$
  
 F-6




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes
    to Consolidated Financial Statements
  1.
    Organization
    and Business     
   
  Biochemicals


LP


Eliminations


TotalAssets:Cash

$
2,549,000


$
28,925


$



$
2,577,925Accounts receivable


7,895











7,895Prepaid expenses


232,408



200







232,608Restricted cash


369,349











369,349Property and equipment


2,732,052



7,305,959







10,038,011Debt issuance costs


222,122











222,122Other long term receivables


648,305



50,291



(50,291
)


648,305Total assets

$
6,761,131


$
7,385,375


$
(50,291
)

$
14,096,215 F-7




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Biochemicals


LP


Eliminations


TotalLiabilities:Accounts payable and accrued liabilities

$
1,303,063


$
2,920


$
(50,291
)

$
1,255,692Deferred rent


291,216











291,216Secured convertible notes-related party


5,515,847











5,515,847Warrant liability


2,037,665











2,037,665Total liabilities


9,147,791



2,920



(50,291
)


9,100,420Members equity (deficit)


(2,386,660
)


7,382,455







4,995,795Total liabilities and members equity (deficit)

$
6,761,131


$
7,385,375


$
(50,291
)

$
14,096,215            
   
 F-8




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
    Unaudited
    Interim Financial Information
    Unaudited
    Pro Forma Information
    Variable
    Interest Entity  Predecessor Company
   F-9




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
       Revenue
    Recognition
   
  
    A license agreement with a single customer, Purac, that requires
    the customer to make royalty payments to utilize the
    Companys proprietary technology. The license agreement
    relates to the Companys technology associated with D(-)
    lactic acid. Revenue is recognized quarterly based upon the
    customers production of D(-) lactic acid. The contract
    contains a minimum royalty provision of 200,000 Euros annually
    ($282,000 U.S. dollars at March 31, 2011 (unaudited)). To
    the extent that the customer has not met the minimum requirement
    by year end, the balance required to meet the minimum
    requirement will be recorded in the fourth quarter when earned. 
 
  
    A management fee arrangement with a related party in which the
    Company provides management support to the customers
    ethanol facility. The management fee is invoiced quarterly in
    advance. The quarterly fee is recognized ratably over the period
    the services are performed. 
 
  
    A government award from the United States Department of Energy.
    The award provides us with cost reimbursement for certain types
    of expenditures associated with our research and development
    activities associated with our succinic acid product. Revenues
    from the award are recognized in the period during which the
    related costs are incurred, provided that the conditions under
    which the award was provided have been met. 
    Foreign
    Currency Transactions
    Research
    and Development
    Project
    Development Costs
   F-10




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Use of
    Estimates
    Environmental
    Liabilities
    Net
    Loss Per Unit/Share
       F-11




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
    
 BioEnergy International LLCMyriant Corporation


(Predecessor Company)For the Period


For the Periodfrom July 16, 2009


from July 16, 2009


Period fromThree Months Ended





(Inception) to


(Inception) to


January 1 toMarch 31,


December 31,


December 31,


March 31,


July 15,


December 31,2011


2010


2010


2009


2011


2009


2008(Unaudited)


(Unaudited)








(Unaudited)Historical net loss per unit/share:Net loss

$
(17,493,917
)

$
(4,612,873
)

$
(16,222,829
)

$
(9,047,280
)

$
(42,764,026
)

$
(8,168,476
)

$
(10,512,160
)Dividend on Class A common stock


(1,025,753
)














(1,025,753
)






Net loss attributable to common stockholders

$
(18,519,670
)

$
(4,612,873
)

$
(16,222,829
)

$
(9,047,280
)

$
(43,789,779
)

$
(8,168,476
)

$
(10,512,160
)Net loss per unit/share attributable to common
    stockholders-basic and diluted:

$
(2.29
)

$
(0.66
)

$
(2.31
)

$
(1.30
)

$
(6.12
)

$
(1.55
)

$
(2.14
)Weighted average units/common shares used in computing net loss
    per unit/share-basic and diluted


8,092,943



6,982,215



7,009,251



6,953,079



7,150,339



5,285,807



4,918,668Pro forma net loss per share (unaudited):Numerator:Net loss used in computing pro forma net loss per share of
    common stock-basic and diluted

$
(18,519,670
)Denominator:Basic and diluted weighted average common shares


8,092,943Pro forma adjustment to reflect weighted average of assumed
    conversion of convertible Class A and Class B common
    stock


14,259,858Weighted average shares used in computing pro forma basic and
    diluted net loss per common share:


22,352,801Pro forma net loss per common share:

$
(0.83
)  
    BioEnergy International LLCMyriant Corporation


(Predecessor Company)For the Period


For the Periodfrom July 16, 2009


from July 16, 2009


Period fromThree Months Ended





(Inception) to


(Inception) to


January 1 toMarch 31,


December 31,


December 31,


March 31,


July 15,


December 31,2011


2010


2010


2009


2011


2009


2008(Unaudited)


(Unaudited)








(Unaudited)Convertible Class A common stock upon conversion to common
    stock (as converted basis)


11,214,953















11,214,953







Convertible Class B common stock upon conversion to common
    stock (as converted basis)


3,044,905















3,044,905







Warrants to purchase common shares


805,191



1,283,399



2,196,499



1,248,655



805,191



5,273,077



6,088,462Unvested restricted shares


186,491



222,597



156,072



151,642



186,491



208,040



261,572Outstanding options to purchase common stock


543,293















543,293







15,794,833



1,505,996



2,352,571



1,400,297



15,794,833



5,481,117



6,350,034   Income
    Taxes
   F-12




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Cash
    and Cash Equivalents
    Concentrations
    of Credit Risk and Significant Customers
    Restricted
    Cash
     F-13




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Accounts
    and Government Award Receivables
    Fair
    Value Measurements
      Level 1
  Level 2
  Level 3
  Debt
    Issuance Costs
    Property
    and Equipment
   F-14




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Construction
    in Progress
 
   
  Government
    Awards
    Interest
    Capitalization
    Warrant
    Liability
    Impairment
    of Long-Lived Assets
   F-15




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Asset
    Retirement Obligations
  and/or
  Deferred
    Rent
    Stock-Based
    Compensation
    Advertising
    Recent
    Accounting Pronouncements
  No. 2010-06,
 F-16




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
  3.
    Fair
    Value Measures      Fair Value Measurement UsingLevel 1


Level 2


Level 3


Total2011 (Unaudited)Warrant liability

$



$



$
(2,199,585
)

$
(2,199,585
)   Fair Value Measurement UsingLevel 1


Level 2


Level 3


Total2010Warrant liability

$



$



$
(3,289,625
)

$
(3,289,625
)   Fair Value Measurement UsingLevel 1


Level 2


Level 3


Total2009Warrant liability

$



$



$
(2,640,435
)

$
(2,640,435
)     March 31, 2011

2010

2009(Unaudited)Expected volatility

29%

38%

4951%Expected life

1-2 years

1-2 years

5-6 yearsDividend yield

0%

0%

0%Risk free interest rate

0.8%

0.66%

2.69-3.04%Fair value per unit

$0.01-$3.44

$0.01-$3.44

$1.45-$2.29    F-17




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
    March 31, 2011


2010


2009Units


Liabilities


Units


Liabilities


Units


Liabilities(Unaudited)$10.00 warrants


89,656


$
80



89,656


$
896



766,347


$
1,754,935$13.00 warrants


59,231



6



59,231



178



482,308



885,500$6.00 warrants


17,134



754



1,134,512



147,487







$0.01 warrants


639,170



2,198,745



913,100



3,141,064







805,191


$
2,199,585



2,196,499


$
3,289,625



1,248,655


$
2,640,435     Units


ValueWarrant liability at date of adoption (July 16, 2009)





$
Issuance in connection with secured convertible notes- related
    party


59,231



87,662Exercises






Transfer of warrant liability from BEI


1,189,424



2,037,665Changes in fair value of warrant liability






515,108Warrant liability at December 31, 2009


1,248,655



2,640,435Issuance in connection with secured convertible notes-related
    party


947,844



3,242,169Exercises






Changes in fair value of warrant liability






(2,592,979
)Warrant liability at December 31, 2010


2,196,499



3,289,625Exercises and conversions


(1,391,308
)


(1,087,579
)Changes in fair value of warrant liability






(2,461
)Warrant liability at March 31, 2011 (unaudited)


805,191


$
2,199,585   4
    Related
    Party Transactions  Secured
    Convertible Notes Payable
  ASC 815-40
   F-18




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
               F-19




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
   
 F-20




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Interest
    expense
    Myriant Corporation


Predecessor CompanyPeriod from


Period fromJuly 16,


July 16,


Period fromFiscal Year


2009


2009


January 1,


Fiscal YearThree Months Ended


Ended


(Inception)


(Inception)


2009


EndedMarch 31,


December 31,


to December 31,


to March 31,


to July 15,


December 31,2011


2010


2010


2009


2011


2009


2008(Unaudited)


(Unaudited)








(Unaudited)Secured convertible notes payable:Interest

$
10,540,525


$
508,301


$
4,066,192


$
542,806


$
15,149,523


$
473,969


$
103,045Non-cash interest expense


2,052,487



26,698



198,168



66,595



2,317,250



53,723



22,460Debt issuance cost amortization


13,750



5,914



99,447



183,552



296,749



19,746



7,692Total secured convertible note interest


12,606,762



540,913



4,363,807



792,953



17,763,522



547,438



133,197Note payable(1):Interest






















322,132



601,145Non-cash interest expense






















483,197



901,720Total note payable interest






















805,329



1,502,865Total related party interest


12,606,762



540,913



4,363,807



792,953



17,763,522



1,352,767



1,636,062Third party interest:Interest






17,871



37,069



20,510



57,579







Non-cash interest expense






36,444



36,444



51,218



87,662







Debt issuance cost amortization






33,158



33,158



51,123



84,281







Third party interest on note payable






87,473



106,671



122,851



229,522







Total interest expense

$
12,606,762


$
628,386


$
4,470,478


$
915,804


$
17,993,044


$
1,352,767


$
1,636,062     (1)
    
    The note payable above was a $10 million note between the
    Predecessor Company and related party investors. This note was
    not transferred to the Successor Company at the time of the
    restructuring.  Management
    Services Agreements
 
  (day-to-day
 
 
   
 F-21




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Consulting
    Agreements
       F-22




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
  5.
    Property
    and Equipment    EstimatedUseful


March 31,Life


2011


2010


2009(Years)


(Unaudited)Land





$
48,750


$
48,750


$
48,750Furniture and fixtures


7



321,114



321,114



312,265Equipment


5



2,523,309



2,516,224



2,208,063Computers and software


3



891,135



799,497



750,244Leasehold improvements


5



702,757



702,757



590,757Construction in progress






7,697,328



7,212,967



7,330,24112,814,393



11,601,309



11,240,320Less  Accumulated depreciation






(2,449,668
)


(2,212,696
)


(1,299,928
)$
9,734,725


$
9,388,613


$
9,940,392  
   
  6.
    Accrued
    Liabilities    March 31,2011


2010


2009(Unaudited)Payroll related

$
2,424,018


$
3,006,803


$
1,342,368Professional fees


224,062



497,986



307,395License fees


80,686



81,501



73,858Other


767,365



196,416



257,736$
3,496,131


$
3,782,706


$
1,981,357   7.
    Note Payable   F-23




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2010


2009Principal

$



$
1,700,000Accrued interest






14,438Warrant






(36,444
)$



$
1,677,994   8.
    Employee
    Benefit and Bonus Plans      9.
    Stock-Based
    Compensation     F-24




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Restricted
    stock and membership units
    Weighted Average


Time


PerformanceGrant Date Fair Value


Vesting


Vesting


TotalUnvested grants at inception

$
8.48



124,708



83,332



208,040Vested


(8.48
)


(56,398
)






(56,398
)Unvested grants at December 31, 2009


8.48



68,310



83,332



151,642Grants


5.33



97,188



32,000



129,188Vested


(7.34
)


(39,461
)






(39,461
)Forfeited


(8.48
)


(35,298
)


(49,999
)


(85,297
)Unvested grants at December 31, 2010


6.16



90,739



65,333



156,072Grants


3.45



96,000



15,000



111,000Vested


(4.40
)


(54,581
)






(54,581
)Forfeited


(6.00
)


(12,000
)


(14,000
)


(26,000
)Unvested grants at March 31, 2011 (unaudited)

$
5.40



120,158



66,333



186,491      F-25




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Common
    stock options
    Weighted


WeightedAverage


AverageNumber of


Exercise


Remaining


AggregateOptions


Price


Term (Years)


Intrinsic ValueOptions outstanding, December 31, 2010





$
Granted


543,293



4.43Cancelled or forfeited






Exercised






Options outstanding, March 31, 2011 (Unaudited)


543,293


$
4.43



9.91


$
Options fully vested and exercisable, March 31, 2011
    (Unaudited)


274,293


$
4.28



9.93


$
Options expected to vest, March 31, 2011 (Unaudited)


253,500


$
4.64



9.91


$
       Three MonthsEndedMarch 31, 2011(Unaudited)Weighted average grant date fair value of awards

$
1.73Intrinsic value of options exercised


Proceeds received from the exercise of options


Grant date fair value of options vested

$
138,692      F-26




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Options Outstanding


Options ExercisableWeighted





Weighted


WeightedAverage





Average


AverageNumber of


Remaining


Number of


Exercise


RemainingExercise Price


Options


Term (Years)


Options


Price


Term (Years)$
3.45



263,750



10



153,750


$
3.45



10$
5.35



279,543



10



120,543


$
5.35



10543,293







274,293     Three MonthsEndedMarch 31, 2011(Unaudited)Risk free interest rate

2.02%-2.41%Expected dividend yield

0%Expected volatility factor

65%Expected option life (years)

5-6Expected forfeitures

5%    F-27




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Myriant Corporation


Predecessor CompanyPeriod from


Period fromJuly 16,


July 16,


Period fromFiscal Year


2009


2009


January 1,


Fiscal YearThree Months Ended


Ended


(Inception)


(Inception)


2009


EndedMarch 31,


December 31,


to December 31,


to March 31,


to July 15,


December 31,2011


2010


2010


2009


2011


2009


2008(Unaudited)


(Unaudited)








(Unaudited)Stock options issued to employees:Research and development

$
43,524


$



$








43,524







General and administrative


197,943















197,943







Total


241,467















241,467







Restricted stock issued to employees:Research and development


14,607



100,934



145,084







141,607







General and administrative


91,957



31,095



173,854



155,099



420,910



154,920



Total


106,564



132,029



318,938



155,099



562,517



154,920



Restricted stock issued to non employees:Research and development










89,544







107,628







General and administrative


122,244



18,085



117,462



52,494



292,200



125,000



Total


122,244



18,085



207,006



52,494



399,828



125,000



Total share based compensation

$
470,275


$
150,114


$
525,944


$
207,593


$
1,203,812


$
279,920


$
     10.
    Stockholders
    and Members Equity       F-28




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
 
   
    2011


2010


2009(Unaudited)Exercise of $10 warrants


89,656



89,656



766,347Exercise of $13 warrants


59,231



59,231



482,308Exercise of $6 warrants


17,134



1,134,512



Exercise of $.01 warrants


639,170



913,100



Convertible Class A common stock


11,214,953







Convertible Class B common stock


3,044,905







Unvested employee and non employee membership units


186,491



156,072



151,642Units reserved for future option grants


543,293



216,591



118,59315,794,833



2,569,162



1,518,890     Class A
    common stock
   F-29




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Class B
    common stock
      Common
    stock
    Conversion
    Feature
         F-30




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
  11.
    Commitments
    and Contingencies  Lease
    Agreements
      2011

$
761,0422012


968,7252013


163,840$
1,893,607       2011

$
19,1672012


32,6702013


25,2462014


17,4162015


9,046$
103,545    F-31




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Litigation
    Significant
    Contractual Agreements
 
   
   
   
 
   
 F-32




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
  12.
    Income
    Taxes        March 31,


December 31,2011


2010(Unaudited)Capitalized
    start-up
    costs

$
3,050,000


$
3,050,000Net operating losses


2,733,000



1,100,000Intangible assets


3,785,000



Construction in progress


612,000



Other


674,000



10,854,000



4,150,000Less: valuation allowance


(10,854,000
)


(4,150,000
)Net balance

$



$
       December 31,2010Federal income tax at statutory rate


35.00
%State income taxes, net of federal benefits


5.00
%Valuation allowance


(40.00
)%Effective tax rate


0.00
%   13.
    Acquisition   F-33




---



##### Table of Contents



Myriant
    Corporation and Subsidiaries (A Development Stage Enterprise)
  Notes to
    Consolidated Financial
    Statements  (Continued)
    14.
    Business
    Segments    Myriant Corporation


Predecessor CompanyPeriod from


Period fromJuly 16,


July 16,


Period fromFiscal Year


2009


2009


January 1,


Fiscal YearThree Months Ended


Ended


(Inception)


(Inception)


2009


EndedMarch 31,


December 31,


to December 31,


to March 31,


to July 15


December 31,2011


2010


2010


2009


2011


2009


2008(Unaudited)


(Unaudited)








(Unaudited)North America:Management fee revenue-related party

$
2,519


$
600,166


$
3,557,575


$



$
3,560,094



267,318



262,212Development fee revenue-related party


























3,125,714Government grants






1,516,323



10,419,043







10,419,043







Total


2,519



2,116,489



13,976,618







13,979,137



267,318



3,387,926Europe:License fee revenue










258,240



221,711



479,951



71,833



344,860Total revenue

$
2,519


$
2,116,489


$
14,234,858


$
221,711


$
14,459,088


$
339,151


$
3,732,786   15.
    Subsequent
    Events   
   
 
   
 
 
   F-34




---



##### Table of Contents



Shares
  MYRIANT CORPORATION
  Common Stock
  
     PROSPECTUS
    UBS Investment Bank J.P. Morgan Citi Piper Jaffray    Morgan Joseph
    TriArtisan
    Until          ,
    2011 (25 days after commencement of this offering), all
    dealers that buy, sell, or trade shares of our common stock,
    whether or not participating in this offering, may be required
    to deliver a prospectus. This delivery requirement is an
    addition to the obligation of dealers to deliver a prospectus
    when acting as underwriters and with respect to their unsold
    allotments or subscriptions.




---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  ITEM 13.
    OTHER
    EXPENSES OF ISSUANCE AND DISTRIBUTION    Securities and Exchange Commission registration fee

$
14,512.50FINRA filing fee


13,000.00Nasdaq Global Market listing fee


150,000.00Printing and engraving expenses


*Legal fees and expenses


*Accounting fees and expenses


*Transfer agent and registrar fees


*Miscellaneous expenses


*Total

$
*   ITEM 14.
    INDEMNIFICATION
    OF DIRECTORS AND OFFICERS              ITEM 15.
    RECENT
    SALES OF UNREGISTERED SECURITIES     II-1




---



##### Table of Contents



II-2




---



##### Table of Contents



paragraphs 1-15,
     II-3




---



##### Table of Contents



ITEM 16.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  (a)
    Exhibits  
 ExhibitNumber

Description1
.1*

Form of Underwriting Agreement3
.1#

Amended and Restated Certificate of Incorporation of the
    Registrant, as currently in effect3
.2*

Form of Second Amended and Restated Certificate of Incorporation
    of the Registrant, to be in effect upon completion of the
    offering3
.3#

Bylaws of the Registrant, as currently in effect3
.4*

Form of Amended and Restated Bylaws of the Registrant, to be in
    effect upon completion of the offering4
.1*

Form of the Registrants Common Stock Certificate4
.2#

Investors Rights Agreement, dated January 13, 20114
.3#

Voting Agreement, dated January 13, 20114
.4#

Right of First Refusal and Co-Sale Agreement, dated
    January 13, 20114
.5#

Warrant to purchase shares of Common Stock issued to Access
    Shipping Limited Partnership, dated January 13, 20114
.6#

Warrant to purchase shares of Common Stock issued to Camulos
    BioEnergy Partners, LLC, dated January 13, 20114
.7#

Warrant to purchase shares of Common Stock issued to NGP Capital
    Resources Company, dated January 13, 20114
.8#

Warrant to purchase shares of Common Stock issued to Itera
    Ethanol, LLC, dated January 13, 20114
.9#

Warrant to purchase shares of Common Stock issued to Specialty
    Chemicals, LLC, dated January 13, 20115
.1*

Opinion of McDermott Will & Emery LLP10
.1#

Assistance Agreement by and between BioEnergy International, LLC
    and the United States of America Department of Energy, effective
    January 28, 201010
.2#

Alliance Agreement by and between the Registrant and Uhde
    Corporation of America, dated September 18, 200910
.3#

Global Alliance Agreement by and between the Registrant and Uhde
    GmbH, dated October 6, 200910
.4#

Supply Contract by and between the Registrant and Johann
    Haltermann Ltd., dated June 15, 201010
.5#

Supply Contract by and between the Registrant and The Chemical
    Company, dated May 18, 201010
.6#

Supply Contract by and between the Registrant and Piedmont
    Chemical Industries I, LLC, dated January 18, 201010
.7#

Supply Contract by and between the Registrant and Wilson
    Industrial Sales Company, Inc., dated April 12, 201110
.8#

Amended and Restated License Agreement by and between BioEnergy
    International, LLC and PURAC Biochem BV, dated May 19, 200810
.9#

South East Asia Joint Venture Term Sheet by and between the
    Registrant and PTT Chemical Public Company Limited, dated
    January 13, 201110
.10#

Consulting Agreement by and between the Registrant and Arro
    Building Services, dated August 31, 201010
.11#

Consulting Agreement by and between the Registrant and Clear
    Creek Capital, LLC, dated October 14, 201010
.12*

Amended and Restated Employment Agreement by and between the
    Registrant and Stephen J. Gatto, dated
    ,
    201110
.13*

Amended and Restated Employment Agreement by and between the
    Registrant and A. Cenan Ozmeral, dated
    ,
    201110
.14*

Amended and Restated Employment Agreement by and between the
    Registrant and Samuel McConnell, dated
    ,
    2011 
 II-4




---



##### Table of Contents



ExhibitNumber

Description10
.15*

Amended and Restated Employment Agreement by and between the
    Registrant and Ralph A. Tapia, dated
    ,
    201110
.16*

Amended and Restated Employment Agreement by and between the
    Registrant and Jeffrey Gatto, dated
    ,
    201110
.17#

Lease Agreement by and between BioEnergy International, LLC and
    Two Batterymarch Park LLC/NFPA, dated September 26, 200710
.18#

Lease Agreement by and between BioEnergy International, LLC and
    Cummings Properties LLC, dated September 14, 2007, as
    amended December 11, 2007, February 11, 2008,
    May 20, 2008, September 19, 2008, September 25,
    2008 and April 16, 200910
.19

Lease by and between Myriant Lake Providence Inc. and Lake
    Providence Port Commission, dated June 16, 201110
.20

2011 Incentive Plan of the Registrant10
.21

Form of Restricted Stock Unit Award Notification and Agreement
    under the 2011 Omnibus Incentive Plan10
.22

Form of Stock Option Grant Notification and Agreement under the
    2011 Omnibus Incentive Plan10
.23#

Form of Indemnification Agreement between the Registrant and its
    directors and officers (as entered into by Stephen J. Gatto,
    Steven M. Sisselman, Keith Carter, Puntip Oungpasuk, Narongsak
    Jivakanun and Thitipong Jurapornsiridee)10
.24#

Standard Exclusive License Agreement with Sublicensing Terms,
    Agreement No. A5029 by and between BioEnergy International,
    LLC and the University of Florida Research Foundation, Inc.
    dated February 2, 2006, as amended October 6, 2006,
    September 22, 2008, June 8, 2009 and April 26,
    201010
.24.1

Fifth Amendment to License Agreement No. A5029 by and
    between Myriant Technologies Inc. and the University of Florida
    Research Foundation, Inc. dated May 31, 201110
.25#

Standard Exclusive License Agreement with Sublicensing Terms,
    Agreement No. A6126 by and between BioEnergy International,
    LLC and the University of Florida Research Foundation, Inc.
    dated November 30, 2007, as amended April 26, 2010,
    September 15, 2010 and May 20, 201110
.25.1

Fourth Amendment to License Agreement No. A6126 by and
    between Myriant Technologies Inc. and the University of Florida
    Research Foundation, Inc. dated May 31, 201110
.26#

Standard Exclusive License Agreement with Sublicensing Terms,
    Agreement No. A4779 by and between BioEnergy International,
    LLC and the University of Florida Research Foundation, Inc.
    dated October 3, 200510
.26.1

First Amendment to License Agreement No. A4779 by and
    between Myriant Technologies Inc. and the University of Florida
    Research Foundation, Inc. dated May 31, 201110
.27#

Standard Exclusive License Agreement with Sublicensing Terms,
    Agreement No. A4780 by and between BioEnergy International,
    LLC and the University of Florida Research Foundation, Inc.
    dated October 3, 200510
.27.1

First Amendment to License Agreement No. A4780 by and
    between Myriant Technologies Inc. and the University of Florida
    Research Foundation, Inc. dated May 31, 201110
.28

Standard Exclusive License Agreement, Agreement No. A10176
    by and between Myriant Technologies Inc. and the University of
    Florida Research Foundation, Inc. dated June 15, 201110
.29

Standard Exclusive License Agreement, Agreement No. A10550
    by and between Myriant Technologies Inc. and the University of
    Florida Research Foundation, Inc. dated June 15, 201110
.30

Transfer, Assignment and Assumption Agreement by and between
    BioEnergy International, LLC and Myriant Technologies LLC, dated
    July 16, 200910
.31

Form of Scientific Advisory Panel Agreement10
.32

Form of Strategic Advisory Panel Agreement10
.33

Debt Conversion Agreement by and among Myriant Technologies,
    Inc. and the parties named therein, dated January 13, 201110
.34

Services Agreement, Agreement Number MYSAB-001, by and between
    Myriant Technologies, LLC and Vogelbusch USA dated
    March 17, 2010 
 II-5




---



##### Table of Contents



ExhibitNumber

Description10
.35

Toll Manufacturing Agreement by and between BioEnergy
    International, LLC and Fermic Sa de CV, dated May 18, 2009,
    as amended December 18, 200910
.36

Summary of Terms of Stephen J. Gatto Consulting Arrangement10
.37

Independent Contractor Agreement (Individual) by and between
    Myriant Technologies LLC and Jeffrey Gatto, dated July 13,
    201010
.38

Administrative Services, Construction Management, Operations and
    Maintenance Subcontract by and between BioEnergy Management
    Services, LLC and Myriant Technologies LLC, dated July 16,
    200921
.1#

List of Subsidiaries23
.1

Consent of McGladrey & Pullen, LLP23
.2*

Consent of McDermott Will & Emery LLP (included in
    Exhibit 5.1)24
.1#

Power of Attorney (contained on signature page)  
    *
    
    To be filed by amendment.
    
    Certain portions have been omitted pursuant to a confidential
    treatment request. Omitted information has been filed separately
    with the SEC. 
  #
    
    Previously filed. 
    ITEM 17.
    UNDERTAKINGS           II-6




---



##### Table of Contents



SIGNATURES
 
  Form S-1
 
   
  By:
    /s/  Stephen
    J. Gatto 
 
   
   
  
 Signature

Title

Date/s/  Stephen
    J. GattoStephen
    J. Gatto

Chief Executive Officer (Principal Executive Officer) and
    Chairman of the Board of Directors

June 28, 2011/s/  Ralph
    A. TapiaRalph
    A. Tapia

Executive Vice President and Chief Financial Officer (Principal
    Financial and Accounting Officer)

June 28, 2011*Puntip
    Oungpasuk

Director

June 28, 2011*Narongsak
    Jivakanun

Director

June 28, 2011*Thitipong
    Jurapornsiridee

Director

June 28, 2011*Steven
    M. Sisselman

Director

June 28, 2011*Keith
    Carter

Director

June 28, 2011*

/s/  Stephen
    J. GattoStephen
    J. Gatto,Attorney-in-Fact  
 II-7




---



##### Table of Contents



EXHIBIT INDEX
  
 ExhibitNumber

Description1
.1*

Form of Underwriting Agreement3
.1#

Amended and Restated Certificate of Incorporation of the
    Registrant, as currently in effect3
.2*

Form of Second Amended and Restated Certificate of Incorporation
    of the Registrant, to be in effect upon completion of the
    offering3
.3#

Bylaws of the Registrant, as currently in effect3
.4*

Form of Amended and Restated Bylaws of the Registrant, to be in
    effect upon completion of the offering4
.1*

Form of the Registrants Common Stock Certificate4
.2#

Investors Rights Agreement, dated January 13, 20114
.3#

Voting Agreement, dated January 13, 20114
.4#

Right of First Refusal and Co-Sale Agreement, dated
    January 13, 20114
.5#

Warrant to purchase shares of Common Stock issued to Access
    Shipping Limited Partnership, dated January 13, 20114
.6#

Warrant to purchase shares of Common Stock issued to Camulos
    BioEnergy Partners, LLC, dated January 13, 20114
.7#

Warrant to purchase shares of Common Stock issued to NGP Capital
    Resources Company, dated January 13, 20114
.8#

Warrant to purchase shares of Common Stock issued to Itera
    Ethanol, LLC, dated January 13, 20114
.9#

Warrant to purchase shares of Common Stock issued to Specialty
    Chemicals, LLC, dated January 13, 20115
.1*

Opinion of McDermott Will & Emery LLP10
.1#

Assistance Agreement by and between BioEnergy International, LLC
    and the United States of America Department of Energy, effective
    January 28, 201010
.2#

Alliance Agreement by and between the Registrant and Uhde
    Corporation of America, dated September 18, 200910
.3#

Global Alliance Agreement by and between the Registrant and Uhde
    GmbH, dated October 6, 200910
.4#

Supply Contract by and between the Registrant and Johann
    Haltermann Ltd., dated June 15, 201010
.5#

Supply Contract by and between the Registrant and The Chemical
    Company, dated May 18, 201010
.6#

Supply Contract by and between the Registrant and Piedmont
    Chemical Industries I, LLC, dated January 18, 201010
.7#

Supply Contract by and between the Registrant and Wilson
    Industrial Sales Company, Inc., dated April 12, 201110
.8#

Amended and Restated License Agreement by and between BioEnergy
    International, LLC and PURAC Biochem BV, dated May 19, 200810
.9#

South East Asia Joint Venture Term Sheet by and between the
    Registrant and PTT Chemical Public Company Limited, dated
    January 13, 201110
.10#

Consulting Agreement by and between the Registrant and Arro
    Building Services, dated August 31, 201010
.11#

Consulting Agreement by and between the Registrant and Clear
    Creek Capital, LLC, dated October 14, 201010
.12*

Amended and Restated Employment Agreement by and between the
    Registrant and Stephen J. Gatto, dated
    ,
    201110
.13*

Amended and Restated Employment Agreement by and between the
    Registrant and A. Cenan Ozmeral, dated
    ,
    201110
.14*

Amended and Restated Employment Agreement by and between the
    Registrant and Samuel McConnell, dated
    ,
    201110
.15*

Amended and Restated Employment Agreement by and between the
    Registrant and Ralph A. Tapia, dated
    ,
    2011




---



##### Table of Contents



ExhibitNumber

Description10
.16*

Amended and Restated Employment Agreement by and between the
    Registrant and Jeffrey Gatto, dated
    ,
    201110
.17#

Lease Agreement by and between BioEnergy International, LLC and
    Two Batterymarch Park LLC/NFPA, dated September 26, 200710
.18#

Lease Agreement by and between BioEnergy International, LLC and
    Cummings Properties LLC, dated September 14, 2007, as
    amended December 11, 2007, February 11, 2008,
    May 20, 2008, September 19, 2008, September 25,
    2008 and April 16, 200910
.19

Lease by and between Myriant Lake Providence Inc. and Lake
    Providence Port Commission, dated June 16, 201110
.20

2011 Omnibus Incentive Plan of the Registrant10
.21

Form of Restricted Stock Unit Award Notification and Agreement
    under the 2011 Omnibus Incentive Plan10
.22

Form of Stock Option Grant Notification and Agreement under the
    2011 Omnibus Incentive Plan10
.23#

Form of Indemnification Agreement between the Registrant and its
    directors and officers (as entered into by Stephen J. Gatto,
    Steven M. Sisselman, Keith Carter, Puntip Oungpasuk, Narongsak
    Jivakanun and Thitipong Jurapornsiridee)10
.24#

Standard Exclusive License Agreement with Sublicensing Terms,
    Agreement No. A5029 by and between BioEnergy International,
    LLC and the University of Florida Research Foundation, Inc.
    dated February 2, 2006, as amended October 6, 2006,
    September 22, 2008, June 8, 2009 and April 26,
    201010
.24.1

Fifth Amendment to License Agreement No. A5029 by and
    between Myriant Technologies Inc. and the University of Florida
    Research Foundation, Inc. dated May 31, 201110
.25#

Standard Exclusive License Agreement with Sublicensing Terms,
    Agreement No. A6126 by and between BioEnergy International,
    LLC and the University of Florida Research Foundation, Inc.
    dated November 30, 2007, as amended April 26, 2010,
    September 15, 2010 and May 20, 201110
.25.1

Fourth Amendment to License Agreement No. A6126 by and
    between Myriant Technologies Inc. and the University of Florida
    Research Foundation, Inc. dated May 31, 201110
.26#

Standard Exclusive License Agreement with Sublicensing Terms,
    Agreement No. A4779 by and between BioEnergy International,
    LLC and the University of Florida Research Foundation, Inc.
    dated October 3, 200510
.26.1

First Amendment to License Agreement No. A4779 by and
    between Myriant Technologies Inc. and the University of Florida
    Research Foundation, Inc. dated May 31, 201110
.27#

Standard Exclusive License Agreement with Sublicensing Terms,
    Agreement No. A4780 by and between BioEnergy International,
    LLC and the University of Florida Research Foundation, Inc.
    dated October 3, 200510
.27.1

First Amendment to License Agreement No. A4780 by and
    between Myriant Technologies Inc. and the University of Florida
    Research Foundation, Inc. dated May 31, 201110
.28

Standard Exclusive License Agreement, Agreement No. A10176
    by and between Myriant Technologies Inc. and the University of
    Florida Research Foundation, Inc. dated June 15, 201110
.29

Standard Exclusive License Agreement, Agreement No. A10550
    by and between Myriant Technologies Inc. and the University of
    Florida Research Foundation, Inc. dated June 15, 201110
.30

Transfer, Assignment and Assumption Agreement by and between
    BioEnergy International, LLC and Myriant Technologies LLC, dated
    July 16, 200910
.31

Form of Scientific Advisory Panel Agreement10
.32

Form of Strategic Advisory Panel Agreement10
.33

Debt Conversion Agreement by and among Myriant Technologies,
    Inc. and the parties named therein, dated January 13, 201110
.34

Services Agreement, Agreement Number MYSAB-001, by and between
    Myriant Technologies, LLC and Vogelbusch USA dated
    March 17, 2010




---



##### Table of Contents



ExhibitNumber

Description10
.35

Toll Manufacturing Agreement by and between BioEnergy
    International, LLC and Fermic SA de CV, dated May 18, 2009,
    as amended December 18, 200910
.36

Summary of Terms of Stephen J. Gatto Consulting Arrangement10
.37

Independent Contractor Agreement (Individual) by and between
    Myriant Technologies LLC and Jeffrey Gatto, dated July 13,
    201010
.38

Administrative Services, Construction Management, Operations and
    Maintenance Subcontract by and between BioEnergy Management
    Services, LLC and Myriant Technologies LLC, dated July 16,
    200921
.1#

List of Subsidiaries23
.1

Consent of McGladrey & Pullen, LLP23
.2*

Consent of McDermott Will & Emery LLP (included in
    Exhibit 5.1)24
.1#

Power of Attorney (contained on signature page)  
    *
    
    To be filed by amendment.
    
    Certain portions have been omitted pursuant to a confidential
    treatment request. Omitted information has been filed separately
    with the SEC. 
  #
    
    Previously filed.